SaaS Subscription Licensing Agreement (SEUSLA) Terms and Conditions of Use

SPYRUS ENTERPRISE MANAGEMENT SYSTEM (“SEMS”) AS A SERVICE

IMPORTANT-READ CAREFULLY: This SPYRUS End-User SEMS as a Service (“SaaS”) Subscription License Agreement for SPYRUS Software (“SEUSLA”) is a legal and binding agreement between you and SPYRUS, Inc. (“SPYRUS”). For purposes of these Terms of Use (“Terms of Use”), the word “you” or “your” or “buyer” shall mean an end user licensee represented as an enterprise, agent, customer, customer as acting through its duly authorized agent and any other person or legal entity (a “Licensee”) wishing to use the SPYRUS SaaS services (the “Services”). This SEUSLA governs your use of all of the Services distributed or delivered hereunder. By signing this Subscription Licensing Agreement, you acknowledge that you have read this SEUSLA and agree to be bound by its terms.

These Terms of Use apply to your use of the SPYRUS Enterprise Management System (SEMS) in a SaaS mode whereby the SEMS servers are hosted in a cloud environment by Microsoft Azure services (the “Hosted Service”) to which SPYRUS is the responsible subscriber. SEMS provides secure lifecycle management on enterprise domains for SPYRUS products such as Windows To Go USB drives and P-3X encrypting storage drives (“SEMS Client Devices”). SEMS features include remote device disable, enable and destroy functions, remote password reset, dynamic policy management and enforcement, administrator role and responsibility assignment and transaction auditing among other features.

SaaS consists of SPYRUS SEMS software elements (“SEMS Software”) running on Azure cloud servers, e.g., Microsoft IIS and SQL servers, and SEMS Client Devices which incorporate SEMS client software. Microsoft Windows server(s) contain the SEMS core processes, SEMS Audit and SEMS Console IIS based web services and SQL Server based databases. SaaS also includes SEMS related computer software updates and optional functions downloaded or delivered to the End-User purchasing SPYRUS USB drives or memory card products or Services.

By accepting this SEUSLA, you are legally bound to these Terms of Use to comply with and follow all instructions made available to you by SPYRUS in connection with the Services.

SaaS SEMS LICENSE TERMS OF USE

1. Ownership. The SEMS Software that enables SaaS is owned by SPYRUS and/or its third party suppliers.

2. Grant of License. Subject to the terms of this SEUSLA, SPYRUS grants you a non-exclusive, non-sublicensable, non-

transferable (except as set forth in this SEUSLA) license to use the SEMS Software. The SEMS Software is integrated within the Hosted Service and is accessed over the Internet only for the management of SPYRUS products through the Hosted Service solely for your internal use with SPYRUS products and not for access or use by third parties or with any non-SPYRUS products. SPYRUS also grants you a non-exclusive license to use the related documentation.

(a) You must reproduce on any copy you make of SPYRUS documentation all copyright notices and any other ownership, confidentiality or proprietary legends that are on SPYRUS documentation.

(b) You may not alter or remove any of SPYRUS’ or its third party suppliers’ trademarks affixed to or otherwise contained on or within any SPYRUS Products.

(c) All rights not expressly granted to you in this SEUSLA are reserved by SPYRUS and its suppliers. No rights are granted by implication or otherwise. Except as set forth in an applicable appendix, attached hereto, this SEUSLA does not entitle you to receive SPYRUS technical support or telephone assistance from SPYRUS.

(d) You acknowledge that in addition to your subscription to the Services, You are responsible for and must provide all computer hardware, Internet connection, telephone and other equipment, and related networking software necessary to access and use the Hosted Services and SPYRUS Client Devices.

SPYRUS SaaS Subscription Licensing Agreement (SEUSLA) October 2016 Copyright (c) 2016 SPYRUS, Inc. All rights reserved. SEUSLA v.1.0.

(e) You acknowledge that you will not:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the SEMS Software, the Services and/or SEMS Client Devices (as applicable) in any form or media or by any means; or

(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the SEMS Software, the Hosted Service, the Services or SEMS Client Devices; or

(iii) access all or any part of the SEMS Software, SEMS Client Devices or SPYRUS documentation in order to build a product or service which competes with the SEMS Software or SEMS Client Devices; or

(iv) use the SEMS Software, the Hosted Service, the Services or SEMS Client Devices to provide services to third parties;

(v) except as otherwise provided in this SEUSLA, license, sell, rent, lease, transfer, assign, distribute, display, disclose,

or otherwise commercially exploit, or otherwise make the SEMS Software, the Hosted Service, the Services, the SEMS Client Devices or SPYRUS documentation available to any third party, or

(vi) attempt to obtain, or assist third parties in obtaining, access to the SEMS Software, the Hosted Service, the Services, the SEMS Client Devices and/or the SPYRUS documentation; or

(vii) THIS IS FOR TRIAL PURPOSES ONLY. THIS IS NOT INTENDED FOR LICENSEE’S USE FOR ANY MAIN MISSION USE. THIS SHALL BE USED IN NON-CONNECTED MODE ONLY. SPYRUS IS NOT RESPONSIBLE FPR THE LOSS OR DESTRUCTION OF ANY OF YOUR DATA.

(f) You shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the SEMS Software, the Hosted Service, the Services, the SEMS Client Devices and/or the SPYRUS documentation and, in the event of any such unauthorized access or use, promptly notify SPYRUS.

3. Acceptable Use Policies and Terms of Use for SPYRUS SaaS as a Microsoft Azure Managed Service Solution.

The Hosted Service servers supporting the Services are offered by SPYRUS to you, as a Licensee, as a “Managed Service Solution” which Microsoft defines as a managed IT service provided to a Licensee that consists of the administration of and support for Microsoft Azure Services. The SPYRUS subscription to Azure Services provides SPYRUS with the sole ability to access, configure, and administer the Microsoft Azure Services for the Services. The Licensee is not permitted to use any of the Microsoft Azure Services supporting the Services (including any attempts to do so) other than through the SaaS interface made available to the Licensee by SPYRUS. The Licensee is prohibited from accessing the Services (including any attempts to do so) through any automated tools (including software and/or hardware), functions, services or otherwise (including scripts or web crawlers).

You may use the Services only in accordance with this SEUSLA. You may not work around technical limitations in the Services, except to the extent applicable law permits it despite these limitations. You may not disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters use of the Services. You shall not use the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Terms of Use License Agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Services.

Neither you, nor any authorized party that accesses the Services may use them:

in a way prohibited by law, regulation, governmental order or decree;

to violate the rights of others;

to try to gain unauthorized access to or disrupt any service, device, data, account or network; to spam or distribute malware;

SPYRUS SaaS Subscription Licensing Agreement (SEUSLA) October 2016 Copyright (c) 2016 SPYRUS, Inc. All rights reserved. SEUSLA v.1.0.

or

in a way that could harm the Services or impair anyone else’s use of them; or engage in any activity that may cause interference with or disruption to the Services or any servers, networks or other equipment connected to the Services; or

in any application or situation where failure of the Services could lead to the death or serious bodily injury of any person; or to severe physical or environmental damage.

Violation of the terms in this section may result in suspension of the Services, as determined by SPYRUS in its sole and absolute discretion. SPYRUS will suspend the Services only to the extent reasonably necessary. Unless SPYRUS believes an immediate suspension is required, SPYRUS will provide reasonable notice before suspending the Services.

4. Term and Termination. This SEUSLA shall be for the terms as set forth by SPYRUS (the “Term”). Upon termination of Services by SPYRUS, all customer data on SEMS Azure cloud servers shall be deleted within two business days. SPYRUS shall have the authority to cancel this SEUSLA upon 10 days written notice to Licensee.

The Term is enforced by a SPYRUS License Attribute Certificate which is issued by a SPYRUS Licensing Server to enforce usage terms which include, but are not limited to, number of users, expiry date of the license, pricing plan, Software version, among other attributes. Notwithstanding any of the foregoing, this SEUSLA may be terminated by SPYRUS without further action upon: (i) the breach of any of your Terms of Use obligations under this SEUSLA, (ii) if you have failed to make payments for the Services, or (iii) if SPYRUS, in its sole discretion, believes it is required to do so by law. Upon termination, all use of the Services by you must cease and all rights granted to you under this SEUSLA are terminated. This remedy is in addition to any other remedies available to SPYRUS. Upon termination of this SEUSLA, all customer-owned data shall be erased, extracted or transferred to the Licensee.

5. Protection of Licensee Security Data. Your data, usernames, passwords, policy information and administrative control information (collectively “Security Data”) exchanged through the Services are protected by advanced encryption techniques. However, for the purposes of this TRIAL, SPYRUS shall have no responsibility for your data or its loss or destruction. Whatever security measures are in place still require your responsible behavior in protecting your Security Data. YOU SHALL ASSUME THE ENTIRE RESPONSIBILITY AT ALL TIMES FOR THE SUPERVISION, MANAGEMENT, CONTROL AND CONFIDENTIALITY OF YOUR SECURITY DATA AND ASSUME THE ENTIRE RISK FOR THE FRAUDULENT OR UNAUTHORIZED USE OF YOUR SECURITY DATA. YOU UNDERSTAND THAT YOUR FAILURE TO PROTECT YOUR SECURITY DATA MAY ALLOW AN UNAUTHORIZED PERSON OR ENTITY TO ACCESS YOUR SPYRUS PRODUCT, SOFTWARE AND SERVICE.

6. Proprietary Rights. All rights, title, and proprietary interest in and to the SEMS Software, the Services, and the SEMS Client Devices (including, but not limited to, any patents, trade secrets, trademarks, copyrights, images, photographs, animations, video, audio, music, text, software code and “applets” incorporated into the Software) and all copies of related documentation are owned by SPYRUS or its suppliers. The SEMS Software, the SEMS Client Devices and any related documentation is protected by copyright laws, international treaty provisions, and other laws. An act in violation of this SEUSLA may also be a crime punishable by fine or imprisonment under applicable law, in addition to any remedies available to SPYRUS. You understand that SPYRUS may update or revise the SEMS Software, the SEMS Client Devices and the related documentation in its sole discretion, but has no obligation to furnish any SEMS Software, SEMS Client Devices and related documentation updates or revisions for your SaaS configuration.

7. Proprietary Rights Infringement. SPYRUS shall defend any suit or proceeding brought against Licensee that is based on a claim that any product, or any part thereof, furnished under this agreement constitutes an infringement of any, patent, copyright, or other proprietary right of a third party resulting from Licensee’s use or possession of such product as authorized hereunder. SPYRUS shall defend and settle at its sole expense all suits or proceedings arising out of the foregoing, provided that Licensee notifies SPYRUS promptly of such claim and gives SPYRUS authority, information and assistance (at SPYRUS’s expense) for, and complete control of, the defense of the same. In case a product, or any part thereof, is held to infringe such patent, copyright, or proprietary right and its use is enjoined, SPYRUS may at its own expense, either procure for Licensee the right to continue using said product or part, replace the same with a non-infringing product, modify it so it becomes non-infringing or remove said product and refund the purchase price and the transportation and installation costs thereof. THE FOREGOING STATES SPYRUS’ ENTIRE LIABILITY FOR INFRINGEMENT OF ANY OF ITS PATENT, COPYRIGHT OR OTHER PROPRIETARY RIGHTS. THIS PROVISION IS STATED IN LIEU OF ANY OTHER EXPRESS, IMPLIED, OR STATUTORY WARRANTY AGAINST INFRINGEMENT AND SHALL BE THE SOLE AND EXCLUSIVE REMEDY FOR PATENT, COPYRIGHT OR OTHER PROPRIETARY RIGHTS INFRINGEMENT OF ANY KIND, AND SPYRUS SHALL HAVE NO OBLIGATION TO OTHERWISE INDEMNIFY YOU FOR ANY REASON. SPYRUS SHALL NOT BE LIABLE TO LICENSEE FOR (I) DIRECT DAMAGES, LOST PROFITS OR FOR SPECIAL,

SPYRUS SaaS Subscription Licensing Agreement (SEUSLA) October 2016 Copyright (c) 2016 SPYRUS, Inc. All rights reserved. SEUSLA v.1.0.

INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY MANNER CONNECTED WITH ANY ACTION AS DESCRIBED IN THIS AGREEMENT EXCEPT AS SET FORTH IN THIS SECTION 7, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR SPYRUS WAS INFORMED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED, THE POSSIBILITY OF SUCH DAMAGES.

8. Confidential Information.

(a) “SPYRUS Confidential Information” shall include but is not limited to, all tangible or intangible information and materials, in any form or medium (and without regard to whether the information or materials are owned by SPYRUS), whether furnished by SPYRUS or otherwise accessed by Licensee in any way, and includes inventions, patents, copyrights, trade secrets, trademarks, moral rights, trade names, trade dress, designs, know-how, mask works, and all applications and registrations thereof issued or pending, any and all information relating to processes, procedures, formulas, discoveries, improvements, research or development, business plans, business forecasts, methods of doing business, operations, customer information, supplier information and agreements, or information or materials that reveal research, technology, practices, procedures, processes, methodologies, know-how, or other systems or controls by which SPYRUS or any of its affiliates’ products, services, applications and methods of operations or doing business are developed, conducted or operated and all information or materials derived therefrom or based thereon,. SPYRUS Confidential Information is to be construed broadly under the terms of this SEUSLA. Notwithstanding that which is otherwise defined as “SPYRUS Confidential Information” in the SEUSLA, SPYRUS Confidential Information shall include all information that has or could have commercial value or other utility in the business in which SPYRUS is engaged or in which it may engage in the future.

(b) Licensee shall not disclose, modify, translate, disassemble, decompile, or reverse engineer any SPYRUS Confidential Information.

(c) Licensee acknowledges that SPYRUS and its affiliates, employees, representatives, agents and suppliers, as the case may be, are the sole and exclusive owners of all right, title and interest throughout the world to the SPYRUS Confidential Information and no license, right, franchise, or conveyance with respect to anything is granted hereunder.

(d) Licensee shall not remove any copyright, proprietary indicia, service mark, trade name, logo, symbol, brand name or otherwise identifying mark or other proprietary notice of confidentiality contained on or located in the SPYRUS Confidential Information, and will reproduce any such notice on any reproduction or translation of SPYRUS’ Confidential Information.

(e) Licensee’s obligations with regard to the SPYRUS Confidential Information shall not apply when Licensee can document that such information was: (i) in the public domain at or subsequent to the time it was communicated to Licensee by SPYRUS through no fault of Licensee; (ii) rightfully in Licensee’s possession free of any obligation of confidence at or subsequent to the time it was communicated to Licensee; (iii) developed by employees or agents of Licensee independently of and without reference to any information communicated to Licensee by SPYRUS; or (iv) communicated by SPYRUS to an unaffiliated third party free of any obligation of confidence. A disclosure of SPYRUS Confidential Information (a) in response to a valid order by a court or other governmental body, (b) otherwise required by law, or (c) necessary to establish the rights of either party under this SEUSLA, shall not be considered to be a breach of this SEUSLA or a waiver of confidentiality for other purposes, provided, however, that Licensee shall: (i) provide prompt written notice thereof to enable SPYRUS to seek a protective order or otherwise prevent such disclosure; (ii) provide the SPYRUS with reasonable assistance in its efforts to contest such disclosure, upon reasonable request by SPYRUS and at SPYRUS’ expense; and (iii) disclose only that portion of SPYRUS’ Confidential Information that is required to be disclosed under such order or law or as otherwise required.

9. Export Restrictions. Licensee acknowledges that the laws and regulations of the United States restrict the export and re- export of commodities and technical data of United States origin, including the SEMS Software.

10. U.S. Government Restricted Rights. SPYRUS’ publications, commercial computer software (including the SEMS Software), and commercial computer software and services documentation are distributed and licensed to United States Government end users with only those rights as granted to all other end users, according to the terms and conditions contained in the license agreements that accompany the products, services, and software documentation, and the terms and conditions of this SEUSLA.

SPYRUS SaaS Subscription Licensing Agreement (SEUSLA) October 2016 Copyright (c) 2016 SPYRUS, Inc. All rights reserved. SEUSLA v.1.0.

11. No Warranty. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU ARE USING THE SERVICES AT YOUR OWN SOLE RISK. THESE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPYRUS EXPRESSLY DISCLAIMS ANY WARRANTY (WHETHER EXPRESS, IMPLIED, AND/OR STATUTORY) WITH RESPECT TO THE SERVICES, AND THE SECURITY AND/OR INTEGRITY THEREOF, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLIANCE OR LIABILITY ARISING FROM FEDERAL AND STATE PRIVACY AND DATA SECURITY STATUTES, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THE ABOVE EXCLUSION MAY NOT FULLY APPLY TO YOU, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

12. Exclusion of Incidental, Consequential and Certain Other Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SPYRUS OR ITS SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, INABILITY TO ACCESS DATA OR USE THE SaaS SERVICES OR HOSTED SERVICES, LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, OR LOSS OF PRIVACY), ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SERVICES OR HOSTED SERVICES OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS SEUSLA, IN TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR UNDER ANY OTHER LEGAL THEORY, AND EVEN IF SPYRUS OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SPYRUS OR ITS SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR ANY LOSS OR LIABILITY RESULTING IN WHOLE OR IN PART FROM ANY ACT OR FAILURE TO ACT OF YOUR EQUIPMENT OR SOFTWARE, OR THAT OF A BROWSER PROVIDER, BY AN INTERNET ACCESS PROVIDER, BY AN ONLINE SERVICE PROVIDER OR BY AN AGENT OR SUBCONTRACTOR OF ANY OF THEM, NOR WILL SPYRUS OR SPYRUS SERVICE PROVIDERS OR OTHER AGENTS BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL, ECONOMIC OR OTHER DAMAGES ARISING IN ANY WAY OUT OF YOUR ACCESS TO OR USE OF, OR FAILURE TO OBTAIN ACCESS TO, THE SEMS SOFTWARE OR THE SERVICES.

13. Limitation of Liability and Remedies. Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of SPYRUS and any of its suppliers under this SEUSLA and your exclusive remedy for all of the foregoing is limited to the greater of the amount actually paid by you for the Services or U.S. $25.00. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose. You hereby waive and forever release SPYRUS and its suppliers from any and all claims in excess of that amount.

14. Force Majeure. SPYRUS shall not be liable for and will not be responsible for nonperformance or delays, under any circumstances, which occur due to any causes beyond its reasonable control, whether similar or dissimilar to those enumerated. These causes shall include, but shall not be limited to, acts of God, wars, terrorism, riots, strikes, fires, storms, floods, earthquakes, shortages of labor or materials, lack of or failure of telecommunications facilities and/or services including Internet facilities, any inability to obtain any requisite license, permit or authorization, labor disputes, vendor failures, transportation embargoes, acts of any government or agency thereof and judicial actions.

15. Governing Law and Jurisdiction. This SEUSLA shall be governed by and construed in accordance with the laws of the State of California, exclusive of the conflicts of laws principles and, as to matters affecting copyrights, trademarks and patents, by U.S. federal law. Any action arising out of this SEUSLA must be brought in either the Superior Court for the State of California in Santa Clara County or the United States District Court for the Northern District of California, San Jose Branch, as permitted by law, which together shall have exclusive jurisdiction over disputes arising out of this SEUSLA. This SEUSLA is not governed by the United Nations Convention for the International Sales of Goods, the application of which is expressly excluded. This SEUSLA may not be modified except by a written addendum issued by a duly authorized representative of SPYRUS. No provision of this SEUSLA can be waived unless such waiver is in writing and signed by a duly authorized representative of SPYRUS. Invalidity of any provision of this SEUSLA shall not affect the validity of the remaining provisions of this SEUSLA. Unless otherwise prohibited by law, SPYRUS may conduct an audit of your relevant records and computer systems to verify compliance with this SEUSLA.

16. Indemnification. Licensee agrees to defend, indemnify, and hold SPYRUS harmless against any loss, cost, liability, or expense (including reasonable attorneys’ fees and costs) (“Claims”) arising from or in connection with any action or claim brought or threatened against SPYRUS: (i) that is the result of Licensee’s improper use or incorporation of the Products or Services purchased by Licensee from SPYRUS that infringes any patent, copyright, trademark, trade secret, or other intellectual property or proprietary right of any

SPYRUS SaaS Subscription Licensing Agreement (SEUSLA) October 2016 Copyright (c) 2016 SPYRUS, Inc. All rights reserved. SEUSLA v.1.0.

third party; (ii) which occurs as a result of a breach by Licensee of any duty or obligation as stated in any purchase order, other agreement with SPYRUS or these Terms and Conditions; or (iii) which occurs as a result of the gross negligence or willful misconduct of Licensee, or its employees, agents, representatives, contractors or subcontractors. In the event that Licensee fails in any way, in SPYRUS’s sole and absolute determination, to competently defend or prosecute or is otherwise unable to defend or prosecute a Claim hereunder, (i) SPYRUS may defend against or prosecute, as the case may be, and consent to the entry of any judgment or enter into any settlement with respect to, the Claim in any manner it deems appropriate (and SPYRUS need not consult with, or obtain any consent from, Licensee in connection therewith), (ii) Licensee party will reimburse SPYRUS promptly and periodically for the costs of defending against or prosecuting the Claim (including attorneys’ fees and expenses, as well as any costs of appeal), and (iii) Licensee will remain responsible for any Claims or losses SPYRUS may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim to the fullest extent. Licensee shall not settle any proceeding in a manner that would impose any penalty or limitation on SPYRUS without SPYRUS’s written consent. SPYRUS will not be liable hereunder for any judicial award if it was not given a reasonable opportunity to participate in the defense of the action.

17. Assignment. This SEUSLA shall inure to the benefit of and be binding upon the successor(s) and assign(s) of SPYRUS. Licensee may not assign, delegate, or transfer, any of its rights or obligations to SPYRUS without the prior written consent of SPYRUS. Any other attempted or purported unauthorized assignment, delegation, or transfer shall be void and a material breach of this SEUSLA.

18. Injunctive Relief. A breach by Licensee of any of the promises or agreements contained herein will result in irreparable and continuing damage to SPYRUS for which there will be no adequate remedy at law, and SPYRUS party shall be entitled to injunctive relief (without the need to post a bond or provide security) and/or a decree for specific performance, and such other relief as may be proper including monetary damages if appropriate and without the need to post a bond.

19. No Agency. Nothing contained herein shall be construed as creating any agency, partnership, or other form of joint enterprise with SPYRUS.

20. Amendment. This SEUSLA may be amended or supplemented only by a writing that refers explicitly to these Terms and Conditions and that is signed by SPYRUS.

21. Waiver. No term or provision of this SEUSLA will be considered waived by SPYRUS, and no breach excused by SPYRUS, unless such waiver or consent is in writing signed by SPYRUS. No consent by SPYRUS, or waiver of, a breach by Licensee, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by Licensee.

22. Severability. If any part of these Terms and Conditions is found invalid or unenforceable, that part will be amended to achieve as nearly as possible the same economic effect as the original provision and the remainder of these Terms and Conditions will remain in full force.

23. Notices. All notices, reports, requests, approvals and other communications required or permitted under this SEUSLA must be in writing. They will be deemed given when (a) delivered personally, (b) sent by confirmed telex or facsimile, (c) sent by commercial overnight courier with written verification of receipt, or (d) sent by registered or certified mail, return receipt requested, postage prepaid. All communications must be sent to Licensee’s address that Licensee provided for purpose of notice as provided in this Section 23.

24. Attorneys’ Fees. In the event any proceeding or lawsuit is brought by a party in connection with this SEUSLA, the Prevailing Party in such proceeding shall be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal. For purposes of the foregoing, (i) “Prevailing Party” means (A) in the case of the party initiating the enforcement of rights or remedies, that it recovered substantially all of its claims, and (B) in the case of the party defending against such enforcement, that it successfully defended substantially all of the claims made against it, and (ii) if no party is a “Prevailing Party” within the meaning of the foregoing, then no party will be entitled to recover its costs and expenses (including attorney’s fees and disbursements) from any other party unless so determined by a court of competent jurisdiction.

25. Entire Agreement. These Terms and Conditions constitute the entire agreement between the parties. This agreement shall not be modified, supplemented, qualified or interpreted by any trade usage or prior course of dealing without SPYRUS’s and Licensee’s

SPYRUS SaaS Subscription Licensing Agreement (SEUSLA) October 2016 Copyright (c) 2016 SPYRUS, Inc. All rights reserved. SEUSLA v.1.0.

written consent. No representation, promise or condition not expressly provided in writing and signed by authorized representatives of Licensee and SPYRUS shall be binding on either party.

SPYRUS SaaS Subscription Licensing Agreement (SEUSLA) October 2016 Copyright (c) 2016 SPYRUS, Inc. All rights reserved. SEUSLA v.1.0.