Seguesoft License Agreement This License Agreement is made as of this date of installation (the "Effective Date"), by and between Seguesoft Inc. ("Licensor"), an Illinois corporation (415 N Dunlap Ave. #455 Savoy, IL 61874) and the user and his/her organization ("Licensee"). RECITALS Seguesoft owns the rights to grant licenses to end-users who wish to use Seguesoft's computer software. Seguesoft grants Licensee a non-exclusive license to Seguesoft's computer software in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows: 1. Definitions Licensed Software means Seguesoft's computer software and documentation thereof, described in Exhibit A, including bug fixes and updates thereto provided to Licensee in connection with this Agreement. Intellectual Property Rights means patent rights, copyright rights, trade secret rights, etc. 2. Trial Software. Licensee may use the software for evaluation purposes only for 30 days, subject to the terms and conditions set forth in this agreement. The trial license permits and only permits using Seguesoft's software for evaluation purpose. To continue to use the software after evaluation period, you must purchase official licenses from Seguesoft, otherwise you must delete software installed on your computer immediately. 3. License Types and Restrictions. This grant of License is contingent upon Licensee's purchase of a node-locked or floating license from Seguesoft. A node-locked license allows licensee to install and use the licensed software on and only on a single computer. A floating license allows licensee to install the licensed software on an unlimited number of computers. At any time, the total number of computers that can run the licensed software concurrently is limited by the total number of floating licenses (seats) purchased. Seguesoft's software licenses granted to Licensee are permanent. However, all license files are dated and are valid for the next two or three years from the date issued. When a license file expires Seguesoft will generate a new license file for the licensee upon request, free of charge. The licensee can choose to switch to use a new or different computer at this time. At any time if the licensed computer hardware breaks down or otherwise is retired and replaced by a new computer, we will generate a new license file for the licensee, free of charge, on the condition that the licensee sends us a signed letter by a company officer and states that the old computer has ceased to work or the licensed software installed on the old computer has been removed completely, and the licensee will no longer be using licensed software on the old computers. 4. Software Maintenance Seguesoft will, at no additional charge to Licensee, provide Licensee with technical support for the warranty period stated in the "7. Limited Warranty" Section during Seguesoft's normal business hours. After the warranty period, to continue to get technical support and have access to the latest software releases, Licensee may purchase Seguesoft's Annual Software Maintenance Plan support contract. 5. Ownership. The Seguesoft Software is licensed, not sold to you by Seguesoft for use only under the terms of this License, and Seguesoft reserves all rights not expressly granted to you. Licensee acknowledges that this is only a limited, nonexclusive license, and Seguesoft is and remains the owner of all titles, rights, and interests in the software. 6. Copyright and Intellectual Property Rights. The Software and documentation is protected by United States Copyright Law and international copyright treaties, as well as other intellectual property laws and treaties. Licensee acknowledges and agrees that Seguesoft's Software contains confidential and proprietary information, as well as trade secrets of Seguesoft. Licensee shall not disclose or make available any portion of the Licensed Software, documentation or any information derived from the Licensed Software to any third-party. This obligation does not apply to the information known by Licensee prior to its receipt from Seguesoft's software, or otherwise already publicly available. Licensee may not reverse engineer, decompile, or disassemble the software's binary components, nor permit any third party to do so. Licensee has no right to transfer, sublicense or otherwise re-distribute the licensed Software to any third party. Any third party wishing to use the software must purchase a license directly from Seguesoft. 7. Limited Warranty. Seguesoft warrants that during the twelve-month period from the date of delivery, the Licensed Software will operate substantially in accordance with its accompanying documentation, and to the best of Licensor's knowledge Licensee's use of this Software according to the documentation is not an infringement of any third party's intellectual property rights. TO THE EXTENT PERMITTED BY LAW, THE ABOVE-STATED LIMITED WARRANTY REPLACES ALL OTHER WARRANTIES. THIS SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTY OF TITLE, MERCHANTABILITY, NONINFRINGEMENT, OR OF FITNESS FOR A PARTICULAR PURPOSE. 8. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL Seguesoft OR ITS SUPPLIERS BE LIABLE FOR LOSS OF USE, DATA, OR PROFITS, BUSINESS INTERRUPTION OR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE), EVEN IF Seguesoft IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 9. Export Law Assurances. You may not use or otherwise export or re-export the software except as authorized by United States law and the laws of the jurisdiction in which the software was obtained. In particular, but without limitation, the Software may not be exported or re-exported into any U.S. embargoed countries (currently Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria). By using the software, you represent and warrant that you are not located in, under control of, or a national or resident of any such country. 10. Termination. Seguesoft may terminate this LICENSE in the event Licensee breaches any material term or condition set forth in this License. Upon termination, Licensee agrees to cease using the software and any user applications containing the software or components of the software that were developed by Licensee. Licensee shall immediately remove and destroy copies of installed and stored Software on storage mediums. 11. U.S. GOVERNMENT END-USERS. The Software and related documents are "commercial items", as that term is defined in 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. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government End-Users acquire the Product with only those rights set forth herein. 12. Non-Waiver The failure by either party at any time to enforce any of the provisions of this NULA or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, shall not constitute a waiver of such provision, right, remedy or option or in any way affect the validity of this License Agreement. The waiver of any default by either party shall not be deemed a continuing waiver, but shall apply solely to the instance to which such waiver is directed. 13. Controlling Law and Severability. This Agreement shall be governed by the laws of the State of Illinois, U.S.A., excluding its conflict of law provisions. All disputes relating to this agreement are subject to the exclusive jurisdiction of the courts of Illinois and you expressly consent to the exercise of personal jurisdiction in the courts of Illinois in connection with any such dispute including any claim involving Seguesoft. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. If any provision in this Agreement should be held illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. If any dispute arises under this Agreement, the prevailing party shall be reimbursed by the other party for any and all legal fees and costs associated therewith. EXHIBIT A Binary Code means the portion of the Licensed Software which is licensed to Licensee in machine executable binary form. Source Code means the portion of the Licensed Software which is licensed to Licensee in human-readable form. Licensed Software NETCONFc IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives via the process of software download. Last modified: 04/19/2017