SOFTWARE LICENSE AGREEMENT

PLEASE READ THIS SOFTWARE LICENSE CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING IMPERA OR IMPERA-SUPPLIED SOFTWARE.

BY DOWNLOADING OR INSTALLING THE IMPERA SOFTWARE, OR USING THE EQUIPMENT THAT CONTAINS THIS SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THIS LICENSE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS LICENSE, THEN (A) DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE, AND (B) YOU MAY RETURN THE SOFTWARE FOR A FULL REFUND, OR, IF THE SOFTWARE IS SUPPLIED AS PART OF ANOTHER PRODUCT, YOU MAY RETURN THE ENTIRE PRODUCT FOR A FULL REFUND. YOUR RIGHT TO RETURN AND REFUND EXPIRES FOURTEEN (14) DAYS AFTER PURCHASE FROM IMPERA OR AN AUTHORIZED IMPERA RESELLER, AND APPLIES ONLY IF YOU ARE THE ORIGINAL PURCHASER .

The following terms govern your use of the Software except to the extent a particular program (a) is the subject of a separate written agreement with Impera or (b) includes a separate "click-on" license agreement as part of the installation and/or download process. To the extent of a conflict between the provisions of the foregoing documents, the order of precedence shall be (1) the written agreement, (2) the click-on agreement, and (3) this Software License.

1. License
   Subject to the terms and conditions of and except as otherwise provided in this Agreement, Impera, LLC., or an Impera, LLC subsidiary (collectively "Impera"), grants to the end-user ("Customer") a nonexclusive and nontransferable license to use the Impera program modoles and data files for which Customer has paid the required license fees (the "Software").
   
   In addition, the foregoing license shall also be subject to the following limitations, as applicable:
   
   1. Unless otherwise expressly provided in the documentation, Customer shall use the Software solely as embedded in or for execution on Impera equipment owned or leased by Customer;
   2. Customer’s use of the Software shall be limited to use on a single system
   3. Customer's use of the Software shall also be limited, as applicable and set forth in Customer's online order or in Customer’s account on Impera's web site, to a maximum number of users with access to the installed Software. Customer's use of the Software shall also be limited by any other restrictions set forth in Customer's purchase order or in Impera' product catalog, user documentation or web site for the Software.
      
2. General Limitation
   Except as otherwise expressly provided under this Agreement, Customer shall have no right, and Customer specifically agrees not to.
   
   1. transfer, assign or sublicense its license rights to any other person, or use the Software on unauthorized or secondhand Impera equipment, and any such attempted transfer, assignment or sublicense shall be void;
   2. make error corrections to or otherwise modify or adapt the Software or create derivative works based upon the Software, or to permit third parties to do the same; or
   3. decompile, decrypt, reverse engineer, disassemble or otherwise reduce the Software to human-readable form to gain access to trade secrets or confidential information in the Software.
      
3. Upgrades
   For purposes of this Agreement, "Software" shall include (and the terms and conditions of this Agreement shall apply to) any upgrades, updates, bug fixes or modified versions (collectively, "Upgrades").
   
   NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT: (1) CUSTOMER HAS NO LICENSE OR RIGHT TO USE ANY UPGRADES UNLESS CUSTOMER, AT THE TIME OF ACQUIRING UPGRADE, ALREADY HOLDS A VALID LICENSE TO THE ORIGINAL SOFTWARE AND HAS PAID THE APPLICABLE MONTHLY SUBSCRIPTION FEES; AND (2) USE OF UPGRADES IS LIMITED TO IMPERA EQUIPMENT FOR WHICH CUSTOMER IS THE ORIGINAL END USER PURCHASER OR LESSEE OR WHO OTHERWISE HOLDS A VALID LICENSE TO USE THE SOFTWARE WHICH IS BEING UPGRADED.
   
4. Update Changes
   Impera reserves the right at any time not to release or to discontinue release of any Software and to alter prices, features, specification, capabilities, functions, licensing terms, release dates, general availability or other characteristics of any future releases of the Software.
   
5. Proprietary Notices
   Customer agrees to maintain and reproduce all copyright and other proprietary notices on all copies, in any form, of the Software in the same form and manner that such copyright and other proprietary notices are included on the Software. Except as expressly authorized in this Agreement, Customer shall not make any copies or duplicates of any Software without the prior written permission of Impera.
   
6. Confidential Information
   Customer agrees that aspects of the Software and associated documentation, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of Impera. Customer shall not disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of Impera. Customer shall implement reasonable security measures to protect and maintain the confidentiality of such trade secrets and copyrighted material. Title to Software and documentation shall remain solely with Impera.
   
7. Indemnity
   1. Infringement Indemnification: Impera will defend any action brought against Customer to the extent that it is based upon a claim that the unmodified Products, as provided by Impera to Customer under this Agreement and used within the scope of this Agreement, infringe any U.S. copyright or misappropriate any trade secret, and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are awarded against Customer, provided that Customer: (a) promptly notifies Impera in writing of the claim, (b) grants Impera sole control of the defense and settlement of the claim, and (c) provides Impera with all assistance, information and authority reasonably required for the defense and settlement of the claim, at Impera’s expense
   2. Injunctions: If Customer’s use of any of the Products hereunder is, or in Impera’s opinion is likely to be, enjoined due to the type of infringement claim specified in Section 7.a above, Impera may, at its sole option and expense: (a) procure for Customer the right to continue using such Products under the terms of this Agreement; (b) replace or modify such Products so that they are non-infringing and substantially equivalent in function to the enjoined Products; or (c) if options (a) and (b) above cannot be accomplished despite Impera’s reasonable efforts, then Impera may terminate Customer’s rights and Impera’s obligations hereunder with respect to such Products and refund to Customer the unamortized portion of the license fees paid by Customer for such Products, based upon a straight-line five (5) year depreciation commencing on the date of delivery to Customer of such Products.
   3. Exclusions: Impera shall have no liability for any infringement claim to the extent it resolts from: (a) modification of the Products; (b) the combination, operation or use of any Product with equipment, devices or software not supplied by Impera, if a claim woold have been avoided but for such combination; or (c) Customer’s failure to use a current unaltered version of the Products which is provided to Customer by Impera.
   4. Sole Remedy: THIS SECTION 7 SETS FORTH IMPERA’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.
      
8. Term and Termination
   This License is effective upon date of delivery to Customer of the initial Software (but in case of resale by a Impera distributor or reseller, commencing not more than thirty (30) days after original Software purchase from Impera) and continues for the period for which Customer remains current with the Impera Subscription Agreement. Customer may terminate this License at any time by notifying Impera and ceasing all use of the Software. By terminating this License, Customer forfeits any refund of license fees paid and is responsible for paying any and all outstanding invoices. Customer's rights under this License will terminate immediately without notice from Impera if Customer fails to comply with any provision of this License. Upon termination, Customer must cease use of all copies of Software in its possession or control.
   
9. Export
   Software, including technical data, may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regolations, and may be subject to export or import regolations in other countries. Customer represents that this software is for use in the United States and furthermore acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Software.
   
10. Government Rights
    Any use, duplication, or disclosure of the Products by the U.S. government is subject to restrictions as set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable
    
11. No Warranty
    The Software is provided AS IS. Customer's sole and exclusive remedy and the entire liability of Impera under this Software License Agreement will be, at Impera option, repair, replacement, or refund of the Software.
    
    In no event does Impera warrant that the Software is error free or that Customer will be able to operate the Software without problems or interruptions or that all errors will be corrected. In addition, due to the continual development of new techniques for intruding upon and attacking networks, Impera does not warrant that the Software or any equipment, system or network on which the Software is used will be free of volnerability to intrusion or attack.
    
    DISCLAIMER OF WARRANTY. ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTIColAR PURPOSE, NONINFRINGEMENT, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE WARRANTY PERIOD. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.
    
12. Limits of Liability
    1. Exclusion of Liability: IN NO EVENT WILL IMPERA BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE DAMAGES OR CONSEQUENTIAL DAMAGES (INCLUDING LOST REVENUE, PROFIT, LOSS OF USE) ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF IMPERA OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. Total Liability: IN NO EVENT SHALL IMPERA’S LIABILITY TO CUSTOMER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE LIABILITY EXCEEDS THE PRICE PAID BY CUSTOMER. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
    3. Basis of Bargain: Customer acknowledges that Impera has set its prices and entered into this Agreement in reliance upon the limitations of liability specified herein, which allocate the risk between Impera and Customer.
       
13. General
    1. Assignment: Customer may not assign this Agreement or transfer a Product License to any third party without Impera’s prior written consent.
       
    2. Governing Law: This Agreement, and all matters arising out of or relating to this Agreement, shall be governed by the laws of the State of California, without effect of conflicts of law principles.
       
    3. Binding Arbitration
       ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND IMPERA, its agents, employees, principals, successors, assigns, affiliates (collectively for purposes of this paragraph, "Impera") arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which resolt from this Agreement (including, to the foll extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), Impera's advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE NATIONAL ARBITRATION FORUM (NAF) under its Code of Procedure then in effect (available via the Internet at http://www.arb-forum.com, or via telephone at 1-800-474-2371). The arbitration will be limited solely to the dispute or controversy between customer and Impera.
       
       NEITHER CUSTOMER NOR IMPERA SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS, OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. This transaction involves interstate commerce, and this provision shall be governed by the Federal Arbitration Act 9 U.S.C. sec. 1-16 (FAA). Any award of the arbitrator(s) shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. Impera will be responsible for paying any arbitration filing fees and fees required to obtain a hearing to the extent such fees exceed the amount of the filing fee for initiating a claim in the court of general jurisdiction in the state in which you reside. Each party shall pay for its own costs and attorneys' fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys' fees, or if there is a written agreement providing for fees, the Arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law.
       
       Information may be obtained and claims may be filed with the NAF at P.O. Box 50191, Minneapolis, MN 55405
       
    4. Severability: If any provision of this Agreement is held to invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will remain in foll force and effect.
       
    5. Waiver: The failure of Impera to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.
       
    6. Notice: This contract is in electronic form. We have the right to send you information in electronic form. There may be other information about the service that the law requires us to send to you. We may send this information to you in electronic form.
       
       We may provide required information to you in the support area of our website or by email at the email address you specified when you signed up for the service.
       
       Notices will be deemed given and received on the transmission date of the e-mail as long as you can access and use the service and you have the necessary software and hardware to receive these notices. If you do not consent to receive notices electronically, you must cancel the service
       
       All notices to Impera must be in English, in writing, and will be deemed given when entered into Impera’s support website, delivered by hand or five (5 days) after being sent to the address or to the facsimile numbers set forth below, using a method that provides for positive confirmation of delivery.
       
       We cannot accept email notices at this time.
       

       Impera LLC
       25108 Marguerite Parkway
       Suite a-115
       Mission Viejo, CA 92692
       Fascimile: 866.339.8783

    7. Force Majeure: Neither party shall be responsible for failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, riot, act of God, or governmental action, provided written notice of the occurrence of any such condition is delivered to the other party in a timely manner.
       
    8. Relationship of Parties: The parties are independent contractors; nothing in this Agreement shall be construed to create a relationship of partner, joint venture, employment, franchise, or agency between the parties.
       
    9. Marketing: Customer agrees that Impera may use Customer’s name in a published list of Impera’s customers and in other marketing materials produced by Impera.
       
    10. Export Control: Customer agrees to comply folly with all relevant export laws and regolations of the United States (“Export Laws”) to ensure that neither the Products, nor any direct product thereof are (a) exported or re-exported directly or indirectly in violation of Export Laws; or (b) are intended to be used for any purposes prohibited by the Export Laws, including but not limited to nuclear, chemical, or biological weapons proliferation.
        
    11. Entire Agreement: This Agreement, and all duly executed amendments, constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or understandings, whether written or oral, relating to the subject matter of this Agreement. Any waivers, modifications, or amendments of this Agreement must be in writing and signed by both parties.