Legal

End User License Agreements for the LogLogic Products

Log Management

END USER SOFTWARE LICENSE AGREEMENT
For Log Management

IMPORTANT:

THIS END USER SOFTWARE LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN THE END USER OF THIS PRODUCT ("CUSTOMER"), AND THE ENTITY INDICATED IN THE ORDER OR QUOTATION FOR THIS PURCHASE WHICH SHALL EITHER BE LOGLOGIC, INC. OR ANY SUBSIDIARY COMPANY OF LOGLOGIC, INC. ("LOGLOGIC"). CUSTOMER MUST READ THIS AGREEMENT CAREFULLY BEFORE USING THE HARDWARE APPLIANCE INTO WHICH THIS AGREEMENT HAS BEEN EMBEDDED (THE "APPLIANCE"), THE SOFTWARE INSTALLED IN THE APPLIANCE, ANY SOFTWARE COMPLIANCE APPLICATION(S) THAT ARE INSTALLED AND OPERATE EXCLUSIVELY ON APPLIANCES, OR ANY OTHER SOFTWARE PROVIDED BY LOGLOGIC TO CUSTOMER FOR USE WITH OR IN SUPPORT OF THE APPLIANCE (COLLECTIVELY, THE "SOFTWARE") (COLLECTIVELY, THE APPLIANCES AND THE SOFTWARE ARE REFERRED TO AS THE "PRODUCTS"). THIS AGREEMENT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY LIMITATIONS AND LIABILITY DISCLAIMERS. BY USING THE PRODUCTS, CUSTOMER CONFIRMS ITS ACCEPTANCE TO, AND AGREEMENT TO BE BOUND BY, THE TERMS OF THIS AGREEMENT AS OF THE DATE THE PRODUCTS ARE FIRST INSTALLED (THE "EFFECTIVE DATE"). IF CUSTOMER DOES NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, THEN IT MUST PROMPTLY RETURN THE PRODUCTS TO THE ENTITY FROM WHICH CUSTOMER PURCHASED IT.

1.0 License, Ownership, and Confidentiality.

1.1 Grant. Subject to the terms and conditions in this Agreement and Customer's compliance with them, LogLogic hereby grants Customer a non-exclusive, perpetual, fully paid license (i) to use the Software only with the LogLogic Appliance and only for Customer's internal purposes; and (ii) to use all written materials accompanying the Software solely (the "Documentation") solely in support of the license to the Software.

1.2 General License Use and Restrictions. Customer may use the Software only to process Customer's own information and data and such customer data as Customer processes in its ordinary course of business. Except as expressly permitted under this Agreement or by LogLogic in writing, Customer shall not: translate, lend, rent, lease or sublicense the Software; publish any result of any benchmark of the Software; decompile, reverse engineer, disassemble, or seek to reconstruct or discover any humanly readable form of the Software source code; or, in any way copy, reproduce, disclose, distribute or transfer any of the Software or Documentation, or allow access to the Software or Documentation by any third party other than agents and representatives (including outsourcers) working on Customer's behalf. Customer shall not under any circumstance, and shall not permit any third party to, prepare any error correction, modification or derivative work of the Software or Documentation or remove any product identification, copyright, trademark or other notice from the Software or the Documentation.

1.3 Copies. Customer may copy the Documentation in a reasonable number for employees accessing the Appliance. Customer shall include LogLogic's copyright, trademark(s) and other proprietary rights notices, as contained in the original copy of the Documentation, on every copy Customer makes of the Documentation.

1.4 Termination. LogLogic may immediately terminate any the Software license if Customer violates any of the restrictions in this Section 1 or breaches any other term of this Agreement. Upon such termination, Customer shall cease using all Software.

1.5 Customer acknowledges that the Software and Documentation are protected, among other ways, by U.S., international and /or local copyright law and international treaties and that they constitute confidential information of LogLogic, protected also by this Agreement. The Software's organization, structure, sequence, logic and source code are valuable trade secrets of LogLogic and its licensors. Except for those rights expressly granted by this Agreement to Customer, LogLogic or its licensors retain and shall own all rights, title and interests in and to all of, and Customer shall have no right, title or interest in or to any of, the Software and Documentation, including without limitation, the intellectual property rights comprising or related to the Software and Documentation.

1.6 Customer shall keep the Software and Documentation confidential and shall take all reasonable precautions to preserve its confidentiality, including where applicable, having all of its employees and subcontractors execute confidentiality agreements that cover the Software and Documentation. Customer shall take all steps reasonably necessary to ensure that no person or entity has unauthorized access to the Software or Documentation.

2.0 Shipping Terms and Payment Terms.

2.1 LogLogic will deliver each Product Ex Works point of origin from LogLogic's manufacturer's facility (per Incoterms 2000) and in all cases, title, risk of loss and responsibility for transportation, insurance and storage shall pass from LogLogic to Customer for every Product upon such delivery (“Delivery”). LogLogic shall seek to ship Orders to meet Customer's requested arrival date. Customer shall be deemed to have accepted each Product upon Delivery.

2.2 If Customer purchase the Products from one of LogLogic’s authorized resellers, then fees and payment terms shall be as agreed between Customer and the authorized reseller. Where Customer is purchasing Products directly from LogLogic, the following shall apply: Prices for Products shall be as indicated in the applicable Order. Customer shall pay for each Order in U.S. Dollars on a net 30 calendar days basis. LogLogic will invoice for the Products upon Delivery, which date LogLogic shall show in its invoice. Customer shall pay LogLogic a late payment charge of 12% per annum, or the highest rate allowed by law, whichever is lower, on all amounts not paid when due, until paid in full.

2.3 All prices are exclusive of any tax levied or based on any Product or Services (collectively “Taxes”). Customer shall pay all Taxes, other than income and franchise taxes of LogLogic, or provide LogLogic with a certificate of exemption acceptable to the appropriate taxing authority. If Customer is compelled by law to deduct or withhold any amount from any payment to LogLogic, then Customer shall pay LogLogic such additional amounts as may be necessary to ensure that LogLogic receives a net amount equal to the full amount it would have received had the payment not been subject to such deduction or withholding.

3.0 Support and Maintenance Services.

3.1 Customer acknowledges that LogLogic makes support and maintenance services for the Appliance and Software ("Support and Maintenance Services") available for purchase by Customer. The terms and conditions of the Support and Maintenance Services can be found at: http://www.loglogic.com/about/legal/service-terms.php

3.2 From time to time, if Customer purchases Support and Maintenance Services, LogLogic may provide Customer with updates and upgrades to the Software. For purposes of this Agreement, the terms and conditions of this Agreement that apply to Software shall also apply to any such updates or upgrades of the Software.

4.0 Warranty and Warranty Disclaimers.

4.1 Subject to Customer’s compliance with the terms and conditions of this Agreement, LogLogic warrants that (i) the Appliance will conform in all material respects to the documentation provided with the Product for a period of one (1) year from the date of delivery and (ii) that the Software will conform in all material respects to the Documentation provided with the Product for a period of thirty (30) days from the date of delivery. LogLogic will, at its own expense and as its sole obligation, and Customer’s exclusive remedy for any breach of this warranty, correct any reproducible error in the LogLogic Product reported to LogLogic by Customer in writing (along with all information available to Customer that is relevant to verifying, diagnosing, or correcting the error) or replace the LogLogic Product during the warranty period.

4.2 LOGLOGIC DOES NOT WARRANT THAT THE APPLIANCE OR ANY OF THE SOFTWARE WILL OPERATE ERROR FREE OR UNINTERRUPTED OR THAT THEY WILL MEET CUSTOMER'S PARTICULAR REQUIREMENTS. LOGLOGIC HEREBY SPECIFICALLY EXCLUDES AND DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED BY LAW, STATUTE OR COURSE OF DEALING WITH RESPECT TO PRODUCTS. LOGLOGIC SPECIFICALLY EXCLUDES AND DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

4.3 LogLogic does not warrant that the Software or any Appliance will be free of vulnerability to intrusion, virus attack or hacker attacks. The Software is not fault-tolerant and neither it nor any Appliance is designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines or any other application in which the failure of the Software or any Appliance could lead directly to death, personal injury, or severe physical or property damage (collectively, "High Risk Activities"). LogLogic expressly disclaims any express or implied warranty of fitness for High Risk Activities.

4.4 Customer represents and warrants that (i) it is making the purchase of the Products based solely on the features and functionality that are commercially available as of the date of purchase; and (ii) that Customer is not relying on or making any purchasing decisions based on the potential availability of future versions of the Products being provided hereunder.

5.0 Limitation of Liability.

5.1 Except as expressly provided hereunder, Customer assumes the entire risk as to results and performance of the Product. TO THE MAXIMUM EXTENT ALLOWED BY LAW, LOGLOGIC SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT. DAMAGES FOR WHICH LOGLOGIC SHALL NOT BE LIABLE INCLUDE, WITHOUT LIMITATION. DAMAGES FOR LOSS OF DATA OR SOFTWARE, LOST PROFITS, LOST GOOD WILL, LOST BUSINESS OPPORTUNITIES, WORK STOPPAGE OR IMPAIRMENT, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY PROVIDED IN THIS AGREEMENT.

5.2 EXCEPT WITH RESPECT TO INDEMNIFICATION UNDER SECTION 8, TO THE MAXIMUM EXTENT ALLOWED BY LAW, LOGLOGIC'S TOTAL LIABILITY IN CONNECTION WITH THIS AGREEMENT WHETHER BASED IN CONTRACT, WARRANTY, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED THE FEES RECEIVED BY LOGLOGIC FOR THE PRODUCTS PROVIDED UNDER THIS AGREEMENT, NOR SHALL LOGLOGIC BE LIABLE FOR THE COST OF PROCUREMENT OF ANY SUBSTITUTE SOFTWARE, APPLIANCE OR SERVICE FROM A THIRD PARTY.

5.3 Section 8 of this Agreement states the entire liability of LogLogic and Customer's sole and exclusive right to recover with respect to infringement or alleged infringement of any intellectual property right. LogLogic shall have no additional liability with respect to any alleged or proved infringement.

5.4 Customer acknowledges that its agreement to the limitations of liability set out in this Section 5 is a crucial part of its consideration for the rights under the license grant.

6.0 U.S. Government Rights. If Customer is the U.S. Government, Customer acknowledges that it obtains only those rights customarily provided to commercial end use customers. For U.S. governmental entities, this commercial license is provided in accordance with FAR 12.211 (Technical Data) and 12.212 (Computer Software) and, for Department of Defense purchasers, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). Use, duplication or disclosure by the U.S. Government is subject to the restrictions set forth in FAR 52.227-14(g), Rights in Data—General (December 2007) and FAR 52.227-19, Commercial Computer Software—Restricted Rights (December 2007), or if under Department of Defense, DFAR 252.227-7015(b), Technical Data—Commercial Items (December 2007) and DFAR 227.7202-3(a) (September 2007) in accordance with this Agreement. If Customer is a governmental entity that has a need for rights not addressed above in this Section 6, it must negotiate a separate agreement with LogLogic. Customer acknowledges that the Software source code is unpublished and that all rights are reserved under the copyright laws of the United States.

7.0 Import and Export. The Products may be subject to United States, international and/or local government laws and regulations related to the import and/or export of technical data and products produced from such data. Customer shall not, without fully complying with all applicable laws and regulations, including all United States laws and regulations with respect to export, export any Software, allow any Appliance or Software to be exported or imported or transfer any Appliance or Software to any person or entity that engages in the research or production of military devices, armaments or any instruments of warfare, including biological, chemical and nuclear warfare.

8.0 Infringement Indemnity by LogLogic; Indemnity by Customer.

8.1 Subject to the terms of this Section 8, LogLogic, at its own expense, shall indemnify, defend and hold Customer, its officers, directors, employees and agents harmless, from and against any claim that any Software infringes or violates any U.S. patents, U.S. copyrights, or trade secrets of any third party (an "Infringement Claim"). Customer may, at its option and at its own expense, assist in any such defense.

8.2 To receive coverage under this Section 8, Customer must provide LogLogic with prompt written notice of any Infringement Claim within 15 days of receiving such claim or action, and allows LogLogic to assume sole control and authority over the defense or settlement of such claim or action, including all appeals. Customer must provide complete information and reasonable assistance to defend or settle such claim.

8.3 If any Software becomes, or in LogLogic's opinion is likely to become, the subject of any such infringement claim, Customer shall permit LogLogic, at LogLogic's option and expense, to: (i) procure for Customer the right to continue using the Software; (ii) replace or modify the Software so that it becomes non-infringing; or (iii) terminate Customer's right to use the Software, in which case Customer shall promptly return the Product to LogLogic, and LogLogic shall refund to Customer a prorated portion (based on a straight-line 36 month depreciation) of the amounts received by LogLogic for the Software.

8.4 Notwithstanding the foregoing, LogLogic shall have no obligation under this Section 8 for any Infringement Claim that is based on: (i) any modification or alteration to the Products not made by or approved in writing by LogLogic; (ii) any combination or use of the Products with products or services not approved by LogLogic in writing; (iii) Customer's continuance of allegedly infringing activity after being notified thereof; (iv) Customer's failure to use corrections or enhancements made available by LogLogic at no cost; (v) use of Products not in accordance with the applicable Documentation; (vi) use of other than the latest version of the Appliance or Software, if such infringement could have been avoided by the use of the latest version; (vii) any compliance with designs, plans or specifications furnished by Customer or on Customer's behalf.

8.5 This Section 8 states the entire liability of LogLogic and Customer's sole and exclusive right to recover, with respect to infringement of any intellectual property right, and LogLogic shall have no additional liability with respect to any alleged or proved infringement.

8.6 Customer shall defend, indemnify and hold LogLogic harmless against any third party claim against LogLogic attributable to Customer's negligence or intentional misconduct or to any misrepresentation by Customer.

9.0 Miscellaneous.

9.1 Governing Law, Attorney Fees. This Agreement and any disputes between the Parties shall be governed by and construed according to the laws of the State of California as such laws are applied to contracts made and to be performed entirely in California, but without reference to California's rules regarding conflicts of laws. The parties specifically exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. In any legal action or proceeding in relation to this Agreement or its interpretation, the prevailing party shall be entitled to recover reasonable attorneys' fees as well as all costs of suit, in addition to any other relief to which it becomes entitled.

9.2 Severability. If any provision of this Agreement is adjudged to be illegal, unenforceable, prohibited or invalid, in whole or in part, under applicable law, such provision shall be ineffective only to the extent of such illegality, unenforceability, prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.

9.3 Waiver; Amendment; Modifications. No modification of or amendment to this Agreement nor any waiver of any right under this Agreement shall be effective unless in writing and signed by the party to be charged. LogLogic specifically rejects any pre-printed terms on any Customer purchase order or other ordering document. Failure by either party at any time to require the other party's performance of any obligation under this Agreement shall not affect the right subsequently to require performance of that obligation. Any waiver of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision or a waiver or modification of the provision.

9.4 Assignment. Neither party shall assign or otherwise transfer its rights or interest in this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the preceding sentence, LogLogic may assign this Agreement to the surviving entity in any merger, divestiture, or consolidation in which it participates, or to a purchaser of all or substantially all of its assets, without Customer's consent or approval.

9.5 Notices. All notices required or permitted under this Agreement shall be given in writing to the chief executive officer of the other party at its corporate headquarters, and such notices shall be considered given when received. Either party may change its address notices by notice to the other party.

Security Event Manager and Security Event Viewer

END USER SOFTWARE LICENSE AGREEMENT
For Security Event Manager & Security Event Viewer

IMPORTANT:

CUSTOMER MUST READ THIS AGREEMENT CAREFULLY BEFORE USING THE HARDWARE APPLIANCE INTO WHICH THIS AGREEMENT HAS BEEN EMBEDDED (THE "APPLIANCE"), THE SOFTWARE INSTALLED IN THE APPLIANCE OR ANY OTHER SOFTWARE PROVIDED BY COMPANY TO CUSTOMER FOR USE WITH OR IN SUPPORT OF THE APPLIANCE (COLLECTIVELY, THE "SOFTWARE") (COLLECTIVELY, THE APPLIANCES AND THE SOFTWARE ARE REFERRED TO AS THE "PRODUCTS"). THIS AGREEMENT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY LIMITATIONS AND LIABILITY DISCLAIMERS. BY USING THE PRODUCTS, CUSTOMER CONFIRMS ITS ACCEPTANCE TO, AND AGREEMENT TO BE BOUND BY, THE TERMS OF THIS AGREEMENT AS OF THE DATE THE PRODUCTS ARE FIRST INSTALLED (THE "EFFECTIVE DATE").

IF CUSTOMER DOES NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, THEN IT MUST PROMPTLY RETURN THE PRODUCTS TO THE ENTITY FROM WHICH CUSTOMER PURCHASED IT.

1.0 License, Ownership, and Confidentiality.

1.1 Grant. Subject to the terms and conditions in this Agreement and Customer's compliance with them, Company hereby grants Customer a non-exclusive, perpetual, fully paid license (i) to use the Software only with the Appliance and only for Customer's internal purposes; and (ii) to use all written materials accompanying the Software solely (the "Documentation") solely in support of the license to the Software.

1.2 General License Use and Restrictions. Customer may use the Software only to process Customer's own information and data and such customer data as Customer processes in its ordinary course of business. Except as expressly permitted under this Agreement or by Company in writing, Customer shall not: translate, lend, rent, lease or sublicense the Software; publish any result of any benchmark of the Software; decompile, reverse engineer, disassemble, or seek to reconstruct or discover any humanly readable form of the Software source code; or, in any way copy, reproduce, disclose, distribute or transfer any of the Software or Documentation, or allow access to the Software or Documentation by any third party other than agents and representatives (including outsourcers) working on Customer's behalf. Customer shall not under any circumstance, and shall not permit any third party to, prepare any error correction, modification or derivative work of the Software or Documentation or remove any product identification, copyright, trademark or other notice from the Software or the Documentation.

1.3 Copies. Customer may copy the Documentation in a reasonable number for employees accessing the Appliance. Customer shall include Company's copyright, trademark(s) and other proprietary rights notices, as contained in the original copy of the Documentation, on every copy Customer makes of the Documentation.

1.4 Termination. Company may immediately terminate any the Software license if Customer violates any of the restrictions in this Section 1 or breaches any other term of this Agreement. Upon such termination, Customer shall cease using all Software.

1.5 Customer acknowledges that the Software and Documentation are protected, among other ways, by national, international and /or local copyright law and international treaties and that they constitute confidential information of Company, protected also by this Agreement. The Software's organization, structure, sequence, logic and source code are valuable trade secrets of Company and its licensors. Except for those rights expressly granted by this Agreement to Customer, Company or its licensors retain and shall own all rights, title and interests in and to all of, and Customer shall have no right, title or interest in or to any of, the Software and Documentation, including without limitation, the intellectual property rights comprising or related to the Software and Documentation.

2.0 Shipping Terms and Payment Terms.

2.1 For shipments to addresses in the United States, Company will ship each Product FOB origin from Company's manufacturer's facility (per Incoterms 2000). For shipments to addresses outside of the United States, Company shall ship each Product FCA origin from Company’s manufacturer’s facility (per Incoterms 2000) and Customer shall be the importer of record of such Products. In all cases, title, risk of loss and responsibility for transportation, insurance and storage shall pass from Company to Customer for every Product upon such shipment (“Shipment”). Company shall seek to ship Orders to meet Customer's requested arrival date. Customer shall be deemed to have accepted each Product upon Shipment.

2.2 If Customer purchase the Products from one of Company’s authorized resellers, then fees and payment terms shall be as agreed between Customer and the authorized reseller. Where Customer is purchasing Products directly from Company, the following shall apply: Prices for Products shall be as indicated in the applicable Order. Customer shall pay for each Order in Euros or in U.S. Dollars as indicated on the applicable invoice and shall pay all invoices on a net 30 calendar days basis. Company will invoice for the Products upon Shipment, which date Company shall show in its invoice. Customer shall pay Company a late payment charge of 12% per annum, or the highest rate allowed by law, whichever is lower, on all amounts not paid when due, until paid in full.

2.3 All prices are exclusive of any tax levied or based on any Product or Services (collectively “Taxes”). Customer shall pay all Taxes, other than income and franchise taxes of Company, or provide Company with a certificate of exemption acceptable to the appropriate taxing authority. If Customer is compelled by law to deduct or withhold any amount from any payment to Company, then Customer shall pay Company such additional amounts as may be necessary to ensure that Company receives a net amount equal to the full amount it would have received had the payment not been subject to such deduction or withholding.

3.0 Support and Maintenance Services.

3.1 Customer acknowledges that Company makes support and maintenance services for the Appliance and Software ("Support and Maintenance Services") available for purchase by Customer. The terms and conditions of the Support and Maintenance Services can be found at: http://www.loglogic.com/about/legal/service-terms.php

3.2 From time to time, if Customer purchases Support and Maintenance Services, Company may provide Customer with updates and upgrades to the Software. For purposes of this Agreement, the terms and conditions of this Agreement that apply to Software shall also apply to any such updates or upgrades of the Software.

4.0 Warranty and Warranty Disclaimers.

4.1 Subject to Customer’s compliance with the terms and conditions of this Agreement, Company warrants that (i) the Appliance will conform in all material respects to the documentation provided with the Product for a period of one (1) year from the date of delivery and (ii) that the Software will conform in all material respects to the Documentation provided with the Product for a period of thirty (30) days from the date of delivery. Company will, at its own expense and as its sole obligation, and Customer’s exclusive remedy for any breach of this warranty, correct any reproducible error in the Company Product reported to Company by Customer in writing (along with all information available to Customer that is relevant to verifying, diagnosing, or correcting the error) or replace the Company Product during the warranty period.

4.2 COMPANY DOES NOT WARRANT THAT THE APPLIANCE OR ANY OF THE SOFTWARE WILL OPERATE ERROR FREE OR UNINTERRUPTED OR THAT THEY WILL MEET CUSTOMER'S PARTICULAR REQUIREMENTS. COMPANY HEREBY SPECIFICALLY EXCLUDES AND DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED BY LAW, STATUTE OR COURSE OF DEALING WITH RESPECT TO PRODUCTS. COMPANY SPECIFICALLY EXCLUDES AND DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

4.3 Company does not warrant that the Software or any Appliance will be free of vulnerability to intrusion, virus attack or hacker attacks. The Software is not fault-tolerant and neither it nor any Appliance is designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines or any other application in which the failure of the Software or any Appliance could lead directly to death, personal injury, or severe physical or property damage (collectively, "High Risk Activities"). Company expressly disclaims any express or implied warranty of fitness for High Risk Activities.

5.0 Limitation of Liability.

5.1 Except as expressly provided hereunder, Customer assumes the entire risk as to results and performance of the Product. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, COMPANY SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT. DAMAGES FOR WHICH COMPANY SHALL NOT BE LIABLE INCLUDE, WITHOUT LIMITATION. DAMAGES FOR LOSS OF DATA OR SOFTWARE, LOST PROFITS, LOST GOOD WILL, LOST BUSINESS OPPORTUNITIES, WORK STOPPAGE OR IMPAIRMENT, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY PROVIDED IN THIS AGREEMENT.

5.2 EXCEPT WITH RESPECT TO INDEMNIFICATION UNDER SECTION 8, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, COMPANY'S TOTAL LIABILITY IN CONNECTION WITH THIS AGREEMENT WHETHER BASED IN CONTRACT, WARRANTY, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED THE FEES RECEIVED BY COMPANY FOR THE PRODUCTS PROVIDED UNDER THIS AGREEMENT, NOR SHALL COMPANY BE LIABLE FOR THE COST OF PROCUREMENT OF ANY SUBSTITUTE SOFTWARE, APPLIANCE OR SERVICE FROM A THIRD PARTY.

5.3 Section 8 of this Agreement states the entire liability of Company and Customer's sole and exclusive right to recover with respect to infringement or alleged infringement of any intellectual property right. Company shall have no additional liability with respect to any alleged or proved infringement.

5.4 Customer acknowledges that its agreement to the limitations of liability set out in this Section 5 is a crucial part of its consideration for the rights under the license grant.

6.0 U.S. Government Rights. The following applies only to purchases by United States government entities: If Customer is the U.S. Government, Customer acknowledges that it obtains only those rights customarily provided to commercial end use customers. For U.S. governmental entities, this commercial license is provided in accordance with FAR 12.211 (Technical Data) and 12.212 (Computer Software) and, for Department of Defense purchasers, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). Use, duplication or disclosure by the U.S. Government is subject to the restrictions set forth in FAR 52.227-14(g), Rights in Data—General (December 2007) and FAR 52.227-19, Commercial Computer Software—Restricted Rights (December 2007), or if under Department of Defense, DFAR 252.227-7015(b), Technical Data—Commercial Items (December 2007) and DFAR 227.7202-3(a) (September 2007) in accordance with this Agreement. If Customer is a governmental entity that has a need for rights not addressed above in this Section 6, it must negotiate a separate agreement with Company. Customer acknowledges that the Software source code is unpublished and that all rights are reserved under the copyright laws of the United States.

8.0 Infringement Indemnity by Company; Indemnity by Customer.

8.1 Subject to the terms of this Section 8, Company, at its own expense, shall indemnify, defend and hold Customer, its officers, directors, employees and agents harmless, from and against damages or losses which directly result from any third party claim that any Software infringes or violates any United States or European Union patents, any United States or European Union copyrights, or any United States or European Union trade secrets of that third party (an "Infringement Claim"). Customer may, at its option and at its own expense, assist in any such defense.

8.2 To receive coverage under this Section 8, Customer must provide Company with prompt written notice of any Infringement Claim within 15 days of receiving such claim or action, and allows Company to assume sole control and authority over the defense or settlement of such claim or action, including all appeals. Customer must provide complete information and reasonable assistance to defend or settle such claim.

8.3 If any Software becomes, or in Company's opinion is likely to become, the subject of any such infringement claim, Customer shall permit Company, at Company's option and expense, to: (i) procure for Customer the right to continue using the Software; (ii) replace or modify the Software so that it becomes non-infringing; or (iii) terminate Customer's right to use the Software, in which case Customer shall promptly return the Product to Company, and Company shall refund to Customer a prorated portion (based on a straight-line 36 month depreciation) of the amounts received by Company for the Software.

8.4 Notwithstanding the foregoing, Company shall have no obligation under this Section 8 for any Infringement Claim that is based on: (i) any modification or alteration to the Products not made by or approved in writing by Company; (ii) any combination or use of the Products with products or services not approved by Company in writing; (iii) Customer's continuance of allegedly infringing activity after being notified thereof; (iv) Customer's failure to use corrections or enhancements made available by Company at no cost; (v) use of Products not in accordance with the applicable Documentation; (vi) use of other than the latest version of the Appliance or Software, if such infringement could have been avoided by the use of the latest version; (vii) any compliance with designs, plans or specifications furnished by Customer or on Customer's behalf.

8.5 This Section 8 states the entire liability of Company and Customer's sole and exclusive right to recover, with respect to infringement of any intellectual property right, and Company shall have no additional liability with respect to any alleged or proved infringement.

8.6 Customer shall defend, indemnify and hold Company harmless against any third party claim against Company attributable to Customer's negligence or intentional misconduct or to any misrepresentation by Customer.

9.0 Miscellaneous.

9.1 Governing Law, Attorney Fees.
The parties specifically exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. In any legal action or proceeding in relation to this Agreement or its interpretation, the prevailing party shall be entitled to recover reasonable attorneys' fees as well as all costs of suit, in addition to any other relief to which it becomes entitled.

(a) For Products Shipped to Addresses in the European Community: This Agreement and any disputes between the Parties shall be governed and construed according to English law.

(b) For Products Shipped Anywhere Else: This Agreement and any disputes between the Parties shall be governed by and construed according to the laws of the State of California as such laws are applied to contracts made and to be performed entirely in California, but without reference to California's rules regarding conflicts of laws.

9.2 Third Party Rights; Severability. This Agreement is not intended to, and does not, give any person who is not a party to it any rights to enforce any of its provisions, including under the Contracts (Rights of Third Parties) Act of 1999. If any provision of this Agreement is adjudged to be illegal, unenforceable, prohibited or invalid, in whole or in part, under applicable law, such provision shall be ineffective only to the extent of such illegality, unenforceability, prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.

9.3 Waiver; Amendment; Modifications. No modification of or amendment to this Agreement nor any waiver of any right under this Agreement shall be effective unless in writing and signed by the party to be charged. Company specifically rejects any pre-printed terms on any Customer purchase order or other ordering document. Failure by either party at any time to require the other party's performance of any obligation under this Agreement shall not affect the right subsequently to require performance of that obligation. Any waiver of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision or a waiver or modification of the provision.

9.4 Assignment. Neither party shall assign or otherwise transfer its rights or interest in this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the preceding sentence, Company may assign this Agreement to the surviving entity in any merger, divestiture, or consolidation in which it participates, or to a purchaser of all or substantially all of its assets, without Customer's consent or approval.

Database Security Manager

END USER SOFTWARE LICENSE AGREEMENT
For Database Security Manager

IMPORTANT:

THIS END USER SOFTWARE LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN THE END USER OF THIS PRODUCT ("CUSTOMER"), AND LOGLOGIC, INC. ("LOGLOGIC"). CUSTOMER MUST READ THIS AGREEMENT CAREFULLY BEFORE USING THE HARDWARE APPLIANCE INTO WHICH THIS AGREEMENT HAS BEEN EMBEDDED (THE "APPLIANCE") AND THE SOFTWARE INSTALLED IN THE APPLIANCE AND/OR PROVIDED TO YOU BY LOGLOGIC (THE "SOFTWARE"). THIS AGREEMENT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY LIMITATIONS AND LIABILITY DISCLAIMERS. BY USING THE APPLIANCE THAT CONTAINS THIS AGREEMENT AND THE INSTALLED SOFTWARE, CUSTOMER CONFIRMS ITS ACCEPTANCE TO, AND AGREEMENT TO BE BOUND BY, THE TERMS OF THIS AGREEMENT AS OF THE DATE IT IS FIRST INITIATED (THE "EFFECTIVE DATE"). IF CUSTOMER DOES NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, THEN IT MUST PROMPTLY RETURN THE APPLIANCE ON WHICH THIS AGREEMENT IS INSTALLED TO THE ENTITY FROM WHICH CUSTOMER PURCHASED IT.

Article 1. License.

(a) only in or with the LogLogic Appliance in which it has been embedded or for which it has been provided and to use all written materials accompanying the Software (the "Documentation") and (b) only for the number of CPU/Cores purchased which are either 16CPUs/32 cores or 32CPUs/64 cores.

1.2 General License Use and Restrictions. Customer may use the Software only to process Customer's own information and data and such customer data as Customer processes in its ordinary course of business. Except as expressly permitted under this Agreement or by LogLogic in writing, Customer shall not: translate, lend, rent, lease or sublicense the Software; publish any result of any benchmark of the Software; decompile, reverse engineer, disassemble, or seek to reconstruct or discover any humanly readable form of the Software source code; or, in any way copy, reproduce, disclose, distribute or transfer any of the Software or Documentation, or allow access to the Software or Documentation by any third party other than agents and representatives working on Customer's behalf. Customer shall not under any circumstance, and shall not permit any third party to, prepare any error correction, modification or derivative work of the Software or Documentation or remove any product identification, copyright, trademark or other notice from the Software or the Documentation.

1.4 Termination. LogLogic may immediately terminate any the Software license if Customer violates any of the restrictions in Article 1 or breaches any other term of this Agreement. Upon such termination, Customer shall cease using all Software.

Article 2. Ownership of Software; Confidentiality.

2.1 Customer acknowledges that the Software and Documentation are protected, among other ways, by federal copyright law and international treaties and that they constitute confidential information of LogLogic, protected also by this Agreement. The Software's organization, structure, sequence, logic and source code are valuable trade secrets of LogLogic and its licensors. Except for those rights expressly granted by this Agreement to Customer, LogLogic or its licensors retain and shall own all rights, title and interests in and to all of, and Customer shall have no right, title or interest in or to any of, the Software and Documentation, including without limitation, the intellectual property rights comprising or related to the Software and Documentation.

2.2 Customer shall keep the Software and Documentation confidential and shall take all reasonable precautions to preserve its confidentiality, including where applicable, having all of its employees and subcontractors execute confidentiality agreements that cover the Software and Documentation. Customer shall take all steps reasonably necessary to ensure that no person or entity has unauthorized access to the Software or Documentation.

Article 3. Support and Maintenance Services.

3.1 Customer acknowledges that LogLogic makes support and maintenance services for the Appliance and Software ("Support and Maintenance Services") available for purchase by Customer. If purchased, the Support and Maintenance Services are described in a separate Support and Maintenance Services agreement.

3.2 From time to time, LogLogic may provide Customer with updates to the Software, and for purposes of this Agreement, the terms and conditions of this Agreement that apply to Software shall also apply to any update of the Software provided to Customer by LogLogic or by an authorized LogLogic reseller.

3.3 Customer shall pay all invoices for the Support and Maintenance Services promptly upon receipt and in no case later than 30 days after the invoice date. Customer shall pay a late payment fee of 12% per annum on any payment not made when due. Customer shall be responsible for all taxes arising in connection with its acquisition and use of the Support and Maintenance Services.

Article 4. Warranty and Warranty Disclaimers.

4.1 Subject to Customer’s compliance with the terms and conditions of this Agreement, LogLogic warrants that (i) the Appliance will conform in all material respects to the documentation provided with the Product for a period of one (1) year from the date of delivery and (ii) that the Software will conform in all material respects to the documentation provided with the Product for a period of thirty (30) days from the date of delivery. LogLogic will, at its own expense and as its sole obligation, and Customer’s exclusive remedy for any breach of this warranty, correct any reproducible error in the LogLogic Product reported to LogLogic by Customer in writing (along with all information available to Customer that is relevant to verifying, diagnosing, or correcting the error) or replace the LogLogic Product during the warranty period.

4.2 LOGLOGIC DOES NOT WARRANT THAT THE APPLIANCE OR ANY OF THE SOFTWARE WILL OPERATE ERROR FREE OR UNINTERRUPTED OR THAT THEY WILL MEET CUSTOMER’S PARTICULAR REQUIREMENTS. LOGLOGIC HEREBY SPECIFICALLY EXCLUDES AND DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED BY LAW, STATUTE OR COURSE OF DEALING WITH RESPECT TO PRODUCTS. LOGLOGIC SPECIFICALLY EXCLUDES AND DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

4.3 LogLogic does not warrant that the Software or any Appliance will be free of vulnerability to intrusion, virus attack or hacker attacks. The Software is not fault-tolerant and neither it nor any Appliance is designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines or any other application in which the failure of the Software or any Appliance could lead directly to death, personal injury, or severe physical or property damage (collectively, “High Risk Activities”). LogLogic expressly disclaims any express or implied warranty of fitness for High Risk Activities.

Article 5. Limitation of Liability.

5.1 CUSTOMER ASSUMES THE ENTIRE RISK AS TO RESULTS AND PERFORMANCE OF THE SOFTWARE AND ANY APPLIANCE. UNDER NO CIRCUMSTANCES SHALL LOGLOGIC AND ITS LICENSORS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE SOFTWARE OR ANY APPLIANCE. SUCH LIMITATION OF DAMAGES INCLUDES, BUT IS NOT LIMITED TO, LOST GOOD WILL, LOST PROFITS, LOSS OF DATA OR SOFTWARE, WORK STOPPAGE OR IMPAIRMENT OF OTHER GOODS, REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BROUGHT, EVEN IF LOGLOGIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY PROVIDED IN THIS AGREEMENT.

5.2 IN NO EVENT SHALL LOGLOGIC'S OR ITS LICENSOR’S TOTAL LIABILITY IN CONNECTION WITH THIS AGREEMENT, ANY SOFTWARE OR ANY APPLIANCE, WHETHER BASED ON CONTRACT, WARRANTY, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EXCEED $50,000 NOR SHALL LOGLOGIC BE LIABLE FOR THE COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCT, SOFTWARE OR SERVICE.

5.3 Customer acknowledges that its agreement to the limitations of liability set out in this article is a crucial part of its consideration for the rights under the license grant.

Article 6. U.S. Government Rights. If Customer is the U.S. Government, Customer acknowledges that it obtains only those rights customarily provided to commercial end use customers. For U.S. governmental entities, this commercial license is provided in accordance with FAR 12.211 (Technical Data) and 12.212 (Computer Software) and, for Department of Defense purchasers, DFAR 252.227-7015 (Technical Data--Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). Use, duplication or disclosure by the U.S. Government is subject to the restrictions set forth in FAR 52.227-14(g), Rights in Data--General (June 1987) and FAR 52.227-19, Commercial Computer Software--Restricted Rights (June 1987), or if under Department of Defense, DFAR 252.227-7015(b), Technical Data--Commercial Items (June 2004) and DFAR 227.7202-3(a) June 2005) in accordance with this Agreement. If Customer is a governmental entity that has a need for rights not addressed above in this Article 5, it must negotiate a separate agreement with LogLogic. Customer acknowledges that the Software source code is unpublished and that all rights are reserved under the copyright laws of the United States.

Article 7. Export. The Software and Appliances may be subject to the United States laws and regulations related to the export of technical data and products produced from such data. Customer shall not, without fully complying with all applicable laws and regulations, including all United States laws and regulations with respect to export, export any Software or any Appliance, allow any Software or any Appliance to be exported or transfer any Software or any Appliance to any person or entity that engages in the research or production of military devices, armaments or any instruments of warfare, including biological, chemical and nuclear warfare.

Article 8. Infringement Indemnity by LogLogic; Indemnity by Customer.

8.1 Subject to LogLogic's overriding right to resolve any infringement issue pursuant to any of the alternatives set forth in Section 8.2, as long as Customer provides LogLogic with prompt written notice of such claim or action, offers LogLogic sole control and authority over the defense or settlement of such claim or action, including all appeals, and provides complete information and reasonable assistance to defend or settle such claim, LogLogic shall, at LogLogic's own expense, defend or settle, at LogLogic's option, any claim or action brought against Customer based on a claim that any of the Software, as used by Customer strictly within the scope contemplated by this Agreement, infringes a U.S. copyright or a U.S. patent issued no later than 60 days prior to the Effective Date and shall indemnify Customer against all damages and costs, including reasonable legal fees, that a court finally awards against Customer, or Customer reasonably incurs, to the extent resulting from any such claim or action.

8.2 If any Software becomes, or in LogLogic's opinion is likely to become, the subject of any such infringement claim, Customer shall permit LogLogic, at LogLogic's option and expense, to: (i) procure for Customer the right to continue using the Software; (ii) replace or modify the Software so that it becomes non-infringing; or (iii) terminate Customer's right to use the Software, in which case Customer shall promptly destroy all copies of the Software and certify the same to LogLogic, and LogLogic shall refund to Customer any license fee Customer paid for the Software depreciated from the Effective Date on a straight-line 36 month basis.

8.3 LogLogic shall have no liability for any claim of patent, copyright or trade secret infringement that is based on: (i) use of other than the latest version of the Software, if such infringement could have been avoided by the use of the latest version; (ii) use or combination of the Software with software, hardware or any other material not recommended by LogLogic, (iii) use of the Software in a manner other than that for which it was designed or contemplated as evidenced by LogLogic's Documentation; (iv) any modification by Customer or a third party of the Software that has not been authorized or recommended by LogLogic; or (v) any compliance with designs, plans or specifications furnished by Customer or on Customer's behalf.

8.4 This Article 8 states the entire liability of LogLogic and Customer's sole and exclusive right to recover, with respect to infringement of any intellectual property right, and LogLogic shall have no additional liability with respect to any alleged or proved infringement.

8.5 Customer shall defend, indemnify and hold LogLogic harmless against any claim against LogLogic attributable to Customer's negligence or intentional misconduct or to any misrepresentation by Customer.

Article 9. Governing Law, Attorney Fees.

9.1 The laws of the State of California shall govern this Agreement. The parties specifically exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. Any action by either party with respect to this Agreement, the Software or any Appliance must be brought in the state or federal courts sitting in Santa Clara County, California, and each party submits to the personal jurisdiction of such courts.

9.2 In any legal action or proceeding in relation to this Agreement or its interpretation, the prevailing party shall be entitled to recover reasonable attorney fees as well as all costs of suit, in addition to any other relief to which it becomes entitled.

Article 10. Severability. If any provision of this Agreement is adjudged to be illegal, unenforceable, prohibited or invalid, in whole or in part, under applicable law, such provision shall be ineffective only to the extent of such illegality, unenforceability, prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Article 11. Waiver; Amendment; Modifications. No modification of or amendment to this Agreement nor any waiver of any right under this Agreement shall be effective unless in writing and signed by the party to be charged. Failure by either party at any time to require the other party's performance of any obligation under this Agreement shall not affect the right subsequently to require performance of that obligation. Any waiver of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision or a waiver or modification of the provision.

Article 12. Assignment. Neither party shall assign or otherwise transfer its rights or interest in this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the preceding sentence, LogLogic may assign this Agreement to the surviving entity in any merger, divestiture, or consolidation in which it participates, or to a purchaser of all or substantially all of its assets, without Customer's consent or approval.

Article 13. Notices. All notices required or permitted under this Agreement shall be given in writing to the chief executive officer of the other party at its corporate headquarters, and such notices shall be considered given when received. Either party may change its address notices by notice to the other party.

Article 14. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, with respect to such subject matter. Customer acknowledges that it is not relying upon any oral representation by LogLogic of any nature, including with respect to any warranty.

Change Manager

END USER SOFTWARE LICENSE AGREEMENT
For Change Manager

IMPORTANT:

THIS END USER SOFTWARE LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN THE END USER OF THIS PRODUCT ("CUSTOMER"), AND LOGLOGIC, INC. OR EPT SOFTWARE S.A.S, AS INDICATED IN THE PURCHASING DOCUMENTATION ("COMPANY"). IF NO ENTITY IS INDICATED IN THE PURCHASING DOCUMENTATION, THEN COMPANY SHALL MEAN LOGLOGIC, INC.

CUSTOMER MUST READ THIS AGREEMENT CAREFULLY BEFORE USING THE HARDWARE APPLIANCE INTO WHICH THIS AGREEMENT HAS BEEN EMBEDDED (THE "APPLIANCE"), OR THE SOFTWARE INSTALLED IN THE APPLIANCE, THE SOFTWARE SOLD SEPARATELY, OR ANY OTHER SOFTWARE PROVIDED BY COMPANY TO CUSTOMER FOR USE, INCLUDING ANY UPDATES OR UPGRADES THERETO (COLLECTIVELY, THE "SOFTWARE") (COLLECTIVELY, THE APPLIANCES AND THE SOFTWARE ARE REFERRED TO AS THE "PRODUCTS"). THIS AGREEMENT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY LIMITATIONS AND LIABILITY DISCLAIMERS. BY USING THE PRODUCTS, CUSTOMER CONFIRMS ITS ACCEPTANCE TO, AND AGREEMENT TO BE BOUND BY, THE TERMS OF THIS AGREEMENT AS OF THE DATE THE PRODUCTS ARE FIRST INSTALLED (THE "EFFECTIVE DATE").

IF CUSTOMER DOES NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, THEN IT MUST PROMPTLY RETURN THE PRODUCTS TO THE ENTITY FROM WHICH CUSTOMER PURCHASED IT.

1.0 License, Ownership, and Confidentiality.

1.1 License Grants:

(a) License Grant for the Appliance. If Customer has purchased the Appliance, the following license grant applies to the Software initially delivered as well as any additional Software provided including, but not limited to, any updated or upgraded versions provided by LogLogic: Subject to the terms and conditions in this Agreement and Customer's compliance with them, Company hereby grants Customer a non-exclusive, perpetual, fully paid license (i) to use the Software only with the Appliance and only for Customer's internal purposes; and (ii) to use all written materials accompanying the Software solely (the "Documentation") solely in support of the license to the Software.

(b) License Grant for Software Not on the Appliance. If Customer has purchased the Software on a stand-alone basis, not on an Appliance, the following license grant applies to the Software initially delivered as well as any other Software provided including, but not limited to, any updated or upgraded versions provided by LogLogic: Subject to the terms and conditions in this Agreement and Customer's compliance with them, Company hereby grants Customer a non-exclusive, perpetual, fully paid license (i) to use the Software only for the number of seats that Customer has purchased and only for Customer's internal purposes; and (ii) to use all written materials accompanying the Software solely (the "Documentation") solely in support of the license to the Software.

(c) License Grant for Evaluation Uses. If Customer is using the Software to evaluate it prior to the purchase of a license, the following license grant shall apply: Subject to the terms and conditions in this Agreement and Customer's compliance with them, Company hereby grants Customer a non-exclusive, limited time license (i) to use the Software only for the purposes of evaluating its features and functionalities for the purpose of potentially purchasing a permanent license; and (ii) to use all written materials accompanying the Software solely (the "Documentation") solely in support of the license to the Software. The foregoing license grant shall hereinafter be referred to as an “Evaluation License.”

1.2 General License Use and Restrictions. Customer may use the Software only to process Customer's own information and data and such customer data as Customer processes in its ordinary course of business. Except as expressly permitted under this Agreement or by Company in writing, Customer shall not: translate, lend, rent, lease or sublicense the Software; publish any result of any benchmark of the Software; decompile, reverse engineer, disassemble, or seek to reconstruct or discover any humanly readable form of the Software source code; or, in any way copy, reproduce, disclose, distribute or transfer any of the Software or Documentation, or allow access to the Software or Documentation by any third party other than agents and representatives (including outsourcers) working on Customer's behalf. Customer shall not under any circumstance, and shall not permit any third party to, prepare any error correction, modification or derivative work of the Software or Documentation or remove any product identification, copyright, trademark or other notice from the Software or the Documentation.

(a) Special Terms Applicable Only to Evaluation Licenses: Customer shall use the Products only for internal use and only on a trial basis, meaning that Customer shall not use the Products in a commercial or revenue generating context. Customer shall not: translate, lend, rent, lease or sublicense the Software; publish any result of any benchmark of the Appliance or Software; decompile, reverse engineer, disassemble, or seek to reconstruct or discover any humanly readable form of the Software source code; or, in any way copy, reproduce, disclose, distribute or transfer any of the Software or Documentation, or allow access to the Products or Documentation by any third party other than agents and representatives working on Customer’s behalf.

1.4 Termination. Upon ten (10) days prior written notice, Company may terminate any the Software license if Customer violates any of the restrictions in this Section 1 or breaches any other term of this Agreement. Upon such termination, Customer shall immediately cease using all Software.

(a) Special Terms Applicable Only to Evaluation Licenses: Either party may terminate this Agreement at any time, for any reason upon ten (10) days prior written notice. Upon termination of this Agreement, Customer shall immediately cease using the Products and shall delete the Software from its systems (and, upon LogLogic’s written request, provide LogLogic with written confirmation of such deletion from an officer of Customer)

2.0 Shipping Terms and Payment Terms.

2.3 All prices are exclusive of any tax levied or based on any Product or Services (collectively “Taxes”). Customer shall pay all Taxes, other than income and franchise taxes of Company, or provide Company with a certificate of exemption acceptable to the appropriate taxing authority. If Customer is compelled by law to deduct or withhold any amount from any payment to Company, then Customer shall pay Company such additional amounts as may be necessary to ensure that Company receives a net amount equal to the full amount it would have received had the payment not been subject to such deduction or withholding.

3.0 Support and Maintenance Services.

4.0 Warranty and Warranty Disclaimers.

5.0 Limitation of Liability.

5.4 Customer acknowledges that its agreement to the limitations of liability set out in this Section 5 is a crucial part of its consideration for the rights under the license grant.

8.0 Infringement Indemnity by Company; Indemnity by Customer.

8.1 Subject to the terms of this Section 8, Company, at its own expense, shall indemnify, defend and hold Customer, its officers, directors, employees and agents harmless, from and against damages or losses which directly result from any third party claim that the Software infringes or violates any United States or European Union patents, any United States or European Union copyrights, or any United States or European Union trade secrets of that third party (an "Infringement Claim"). Customer may, at its option and at its own expense, assist in any such defense.

9.0 Miscellaneous.

9.1 Governing Law, Attorney Fees. The parties specifically exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. In any legal action or proceeding in relation to this Agreement or its interpretation, the prevailing party shall be entitled to recover reasonable attorneys' fees as well as all costs of suit, in addition to any other relief to which it becomes entitled.

(a) For Products Shipped to Addresses in the European Community: This Agreement and any disputes between the Parties shall be governed and construed according to English law.

9.3 Waiver; Amendment; Modifications. No modification of or amendment to this Agreement nor any waiver of any right under this Agreement shall be effective unless in writing and signed by the party to be charged. Company specifically rejects any pre-printed terms on any Customer purchase order or other ordering document. Failure by either party at any time to require the other party's performance of any obligation under this Agreement shall not affect the right subsequently to require performance of that obligation. Any waiver of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision or a waiver or modification of the provision.

9.4 Assignment. Neither party shall assign or otherwise transfer its rights or interest in this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the preceding sentence, Company may assign this Agreement to the surviving entity in any merger, divestiture, or consolidation in which it participates, or to a purchaser of all or substantially all of its assets, without Customer's consent or approval.

9.6 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, with respect to such subject matter. The parties agree that any terms and conditions stated in a purchase order or other ordering documentation (except only for terms relating to the number of seat licenses the Customer is purchasing) are expressly rejected and shall have no force or effect. In the event that Customer converts its Evaluation License to a permanent license by purchasing such license, Customer agrees that Customer will be then bound by the terms of this Agreement for such permanent license. Notwithstanding the foregoing, in the event that Company and Customer have entered into a signed license agreement prior to this Agreement which covers the same Products as this Agreement does, then the terms of this Agreement shall be superseded by the signed license agreement. Customer acknowledges that it is not relying upon any oral representation of any nature by Company or any third party, including with respect to any warranty.

End User License Agreements for the LogLogic Products

Log Management

Security Event Manager and Security Event Viewer

Database Security Manager

Change Manager

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