END USER LICENSE AGREEMENT

EULA

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THIS END USER AGREEMENT (“AGREEMENT”) (“EULA”) IS A LEGAL AGREEMENT BETWEEN THE

USER OR ANY ASSOCIATED ORGANIZATION THAT HAS LICENSED THIS SOFTWARE OR SERVICE

("YOU" OR “CUSTOMER” OR “Buyer” OR “USER”) AND ITHENA ("ITHENA" or “Seller”). PLEASE READ

THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE CONTINUING WITH THE

SOFTWARE (“SOFTWARE”) INSTALLATION PROCESS OR USING THE SOFTWARE OR SERVICE

(“SERVICE”). BY INSTALLING OR USING THE SOFTWARE OR SERVICE, YOU ARE AGREEING TO

BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY

THESE TERMS, OR DO NOT HAVE AUTHORITY TO BE BOUND TO THESE TERMS DO NOT INSTALL

OR USE THE SOFTWARE OR SERVICE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THE

AGREEMENT, THEN ITHENA IS UNWILLING TO LICENSE THE SOFTWARE OR SERVICE TO YOU. THE

CUSTOMER AND ITHENA HENCEFOURTH ARE REFERED TOGETHER AS “Parties”.

These general terms and conditions of sale only apply to purchases of ITHENA branded products, and related

services made directly from ITHENA. This EULA is subject to change by the Seller at any point in the future.

The Buyer agrees to comply with the terms of the agreement within 10 days of such a change or discuss with

Seller any concerns related to the EULA. After that time, it will be deemed accepted by the Buyer.

Sales outside of North America, as well as sales of other ITHENA products and services, may be subject to

separate or supplemental terms and conditions of sale. For further information, please consult your nearest

ITHENA sales office.

These general terms and conditions of sale are as in effect at the time of publication and are subject to change

at any time without any notice.

General

These general terms and conditions of sale (along with any associated written specification, quotation and/or

supplemental terms and conditions provided by Seller) exclusively will govern the sale or licensing by Seller

of all goods and services (including without limitation, software products, training, programming, maintenance,

engineering– hereinafter, "Products") furnished to Buyer hereunder, whether such sale or licensing is effected

by paper-based transactions or via facsimile or other forms of electronic data interchange (“EDI”) or electronic

commerce, and represents the entire agreement between Buyer and Seller with respect thereto. Buyer's

receipt or acceptance of delivery of any of the Products ordered or purchased hereunder will constitute its

acceptance of these terms and conditions. The customer bears responsibility for and has ownership of any

data generated by them for the purpose of use by their affiliates. ITHENA will not assume any responsibility

for any data loss or security breaches under any circumstances. No addition or modification to these terms

and conditions will be binding on Seller unless agreed to in writing signed by an authorized representative at

Seller's headquarters. Seller objects to and rejects other terms and conditions that may be proposed by

Buyer or that appear on or are referenced in Buyer's purchase order or requisition that are in addition to or

otherwise not consistent with the terms and conditions set forth or referenced herein.

Support Terms

To receive support, the customer must have a valid license agreement for the use of the software and be in good

standing at the time of the request.

Delivery Terms

Buyer is responsible for all shipping and handling charges if any. In all cases title transfers to Buyer upon the

earlier of Seller's delivery to Buyer or receipt by the first carrier for transport to Buyer, except that title to all

intellectual property rights associated with the Products remains with Seller or its suppliers and licensors.

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Seller disclaims all liability for late delivery. Where applicable, prepaid shipping and handling charges will be

billed as a separate invoice item.

Warranty

Software: Unless otherwise provided in a Seller or third-party license, Seller warrants that standard

software or firmware Products furnished hereunder, when used with Seller-specified hardware and

software specifications, will perform in accordance with published specifications prepared, approved,

and issued by Seller for a period of one (1) year from the date of invoice from Seller, as the case may

be. Seller makes no representation or warranty, express or implied, that the operation of the software

or firmware Products will be uninterrupted or error free, or that the functions contained therein will

meet or satisfy Buyer's intended use or requirements.

Third-party Software: To the best of its knowledge, Seller warrants that third-party software used in

the Seller’s applications will be free from defects for a period of one (1) year from the date of invoice

from Seller. Repaired or replacement software provided as a result of this warranty subparagraph are

warranted for a period of thirty (30) days from the date of shipment to Buyer or the remainder of the

original warranty term, whichever is longer.

Services: Seller warrants that Products comprised solely of services (e.g., training, engineering, and

custom application programming services) will be performed by appropriately skilled personnel

employed or retained by Seller.

Buyer Specifications/Compatibility: Seller does not warrant and will not be liable for any design,

materials, construction criteria or goods furnished or specified by Buyer (including that sourced from

other manufacturers or vendors specified by Buyer). Any warranty applicable to such Buyer-specified

items will be limited solely to the warranty, if any, extended by the original manufacturer or vendor

directly or indirectly to Buyer. Seller does not warrant the compatibility of its Products with the goods

of other manufacturers or Buyer's application except to the extent expressly represented in Seller's

published specifications or written quotation.

Remedies: Remedies under the above warranties will be limited, at Seller's option, to the

replacement, repair, re-performance or modification of, or issuance of a credit for the purchase price,

of the Products involved, and where applicable, only after the return of such Products pursuant to

Seller's instructions. Replacement Products may be new, remanufactured, refurbished or

reconditioned at Seller's discretion. Buyer requested on-site warranty service (consisting of time,

travel and expenses related to such services) will be at Buyer's expense. The foregoing will be the

exclusive remedies for any breach of warranty or breach of contract arising therefrom.

General: Warranty satisfaction is available only if (a) Seller is provided prompt written notice of the

warranty claim and (b) Seller's examination discloses that any alleged defect has not been caused

by misuse; neglect; improper installation, operation, maintenance, repair, alteration or modification

by other than Seller; accident; or unusual deterioration or degradation of the Products or parts thereof

due to physical environment or electrical or electromagnetic noise environment.

THE ABOVE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS,

WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, OR PERFORMANCE OR

APPLICATION WARRANTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Rights under the above warranties (subject to noted limitations) extend to Buyer's customers if Buyer

is a Seller-appointed distributor for the Products.

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Disclaimer and Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SELLER WILL NOT BE LIABLE FOR ANY

BUSINESS INTERRUPTION OR LOSS OF PROFIT, REVENUE, MATERIALS, ANTICIPATED SAVINGS,

DATA, CONTRACT, GOODWILL OR THE LIKE (WHETHER DIRECT OR INDIRECT IN NATURE) OR FOR

ANY OTHER FORM OF INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND.

SELLER'S MAXIMUM CUMULATIVE LIABILITY RELATIVE TO ALL OTHER CLAIMS AND LIABILITIES,

INCLUDING OBLIGATIONS UNDER ANY INDEMNITY, WHETHER OR NOT INSURED, WILL NOT

EXCEED THE COST OF THE PRODUCT(S) GIVING RISE TO THE CLAIM OR LIABILITY. SELLER

DISCLAIMS ALL LIABILITY RELATIVE TO GRATUITOUS INFORMATION OR ASSISTANCE PROVIDED

BY, BUT NOT REQUIRED OF SELLER HEREUNDER. ANY ACTION AGAINST SELLER MUST BE

BROUGHT WITHIN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. THESE

DISCLAIMERS AND LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF ANY OTHER

CONTRARY PROVISION HEREOF AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN

CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, AND

FURTHER WILL EXTEND TO THE BENEFIT OF SELLER'S VENDORS AS THIRD-PARTY

BENEFICIARIES. EACH PROVISION HEREOF WHICH PROVIDES FOR A LIMITATION OF LIABILITY,

DISCLAIMER OF WARRANTY OR CONDITION OR EXCLUSION OF DAMAGES IS SEVERABLE AND

INDEPENDENT OF ANY OTHER PROVISION AND IS TO BE ENFORCED AS SUCH.

Intellectual Property Indemnity

Except as excluded herein, Seller will defend any suit or proceeding brought against Buyer arising out of a

claim that the design or construction of the Products sold or licensed hereunder by Seller infringes any patent,

promptly notifies Seller in writing of any such claim and any suit or proceeding, (b) at Seller's expense, Buyer

gives Seller the sole right to defend, settle and control the defense of the suit or proceeding, (c) Buyer provides

all necessary information and assistance for such defense or settlement, and (d) Buyer takes no position

adverse to Seller in connection with such claim. In the event Seller is obligated to defend such suit or

proceeding, Seller will pay all costs and damages finally awarded or agreed upon by Seller that are directly

related thereto. Seller's obligations under this paragraph will be fulfilled if Seller, at its option and expense:

(i) procures for Buyer the right to continue using such Products, (ii) replaces the same with non-infringing

equipment/software having functionality similar to that of the Products, (iii) modifies the Products to make

them non-infringing while retaining similar functionality, or (iv) if (i)-(iii) are not commercially practicable,

refunds to Buyer the purchase price of the affected Products in exchange for their return. Seller will have no

obligation to defend or for any other liability with respect to: [a] any suit or proceeding to the extent based on

or arising out of a configuration or modification made, specified or requested by Buyer and which is

incorporated into or constitutes the Products, [b] the use of the Products in a process or application specified,

requested or controlled by Buyer or any third parties, or [c] the use of the Products in combination with other

equipment, software or materials not supplied by Seller. As used in this paragraph, the term “Products” shall

mean only Seller's standard software that are generally commercially available, and expressly excludes third

party-branded equipment/software. THIS PARAGRAPH IS IN LIEU OF ALL WARRANTIES OR

REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, THAT THE PRODUCTS WILL BE FREE OF

THE RIGHTFUL CLAIM OF ANY THIRD PARTY BY WAY OF INFRINGEMENT OR THE LIKE.

Resale of Third-Party Branded Products and Services

NOTWITHSTANDING ANY OTHER PROVISION HEREIN, SELLER MAKES NO REPRESENTATIONS,

PROVIDES NO INDEMNITIES (INTELLECTUAL PROPERTY OR OTHERWISE), AND DISCLAIMS ALL

WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED RELATIVE TO ANY THIRD-PARTY BRANDED

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PRODUCT OR SERVICE (INCLUDING TRAINING) WHICH MAY BE RESOLD OR SUBLICENSED BY

SELLER AS A DISCRETE ITEM HEREUNDER.

Licensed Software

The use of software-based products may be subject to additional terms and conditions specified in separate

license agreements from the seller or third-party, which will take precedence in the event of any conflict with

the terms and conditions stated or referenced here. If applicable, any open-source code governed by the MIT

or similar license will be made available upon request. Unless a separate license agreement is provided by

the seller, the buyer is granted a non-exclusive, non-transferable license to use the seller's software solely in

object code form and only in conjunction with the seller-provided products. The buyer has no rights to

sublicense, disclose, disassemble, decompile, reverse engineer, or modify the software or firmware. To be

eligible for use, the customer must have paid the full annual license subscription fee to ITHENA for the

specific software and be in good standing.

Prices

Prices and other information shown in any Seller publications (including but not limited to, proposals, product

catalogs and brochures) are subject to change without notice and to confirmation by specific quotation. Such

publications are not offers to sell and are maintained only as a source of general information. Prices do not

include sales, use, excise, customs, value-added or similar taxes. Buyer will pay or reimburse Seller for all

such taxes as may be applicable. Time and material services will be provided in accordance with Seller's

published service rates (including applicable overtime and travel expenses) in effect as of the date such

services are provided, unless otherwise confirmed by Seller's written quotation or order acknowledgment.

Billable service time includes travel time to and from the job site and all time Seller's representatives are

available for work and waiting (whether on or off the job site) to perform the services.

10.

Force Majeure

In no event shall the Seller be responsible or liable for any failure or delay in the performance of its obligations

hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without

limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear

or natural catastrophes or declared pandemics or acts of God. It is being understood that the Seller shall use

reasonable efforts which are consistent with accepted practices in the IT industry to resume performance as

soon as practicable under the circumstances.

11.

Termination

Seller’s, and its affiliates’ Products are licensed for use on an annual recurring subscription basis. The term

of the subscription is the minimum of 12 months extendable up to 5 years, or as agreed by the Parties. Buyer

can terminate this Agreement upon completion of the term of the license by giving a forty-five (45) day notice

to the Seller. The Buyer understands that upon termination of this Agreement, all application features and

functionalities of the Seller’s products will cease to function. The Buyer agrees to compensate the Seller of

any cost associated to the termination including the cloud or any additional application features that were

developed.

Seller will not be liable for any loss, damage or delay arising out of its failure (or that of its subcontractors) to

perform hereunder due to causes beyond its reasonable control, including without limitation, acts of God, acts

or omissions of Buyer, acts of civil or military authority, fires, strikes, floods, epidemics, quarantine restrictions,

war, riots, acts of terrorism, delays in transportation, or transportation embargoes. In the event of such delay,

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Seller's performance date(s) will be extended for such length of time as may be reasonably necessary to

compensate for the delay.

12.

Export Control

Buyer acknowledges that the products, software, services and Customer Service-Compatible Application(s)

may be subject to various export controls and regulations. Buyer agrees to comply with all applicable export

and re-export laws and regulations, embargoes and sanctions including, but not limited to, those of the United

States (collectively the “Export Laws”), and represents and warrants that all services provided hereunder, and

any derivatives thereof will not be: (i) used, downloaded, exported, re-exported or transferred, directly or

indirectly, contrary to the Export Laws; (ii) used for any purpose prohibited by the Export Laws, including but

not limited to, the design, development, manufacture or production of nuclear, missile, chemical or biological

weapons; and/or (iii) delivered to persons/entities otherwise ineligible to acquire or use the products or

services provided hereunder.

Buyer represents and warrants that they are not subject to sanctions or otherwise designated on any list of

prohibited or restricted parties, and are not owned 50% or more or controlled by such a party, including but

not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the U.S.

Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list, and the

U.S. Department of Commerce’s Entity List), the European Union or its member states, or other applicable

government authority. Buyer further warrants that no sanctioned or blocked individual will be involved in the

work envisioned under this agreement, including negotiations, contracting, or any other transactions, and

shall advise Supplier immediately in the event an ownership or other change would violate any term in this

section, in which case Supplier shall be relieved from any further responsibilities under this agreement.

Buyer understands that certain functionality of Software, such as encryption or authentication, may be subject

to use, import or export restrictions in the event that you transfer the Software from the country of delivery,

and you are responsible for complying with any such applicable restrictions. Buyer shall be responsible for

procuring all required government authorizations for any subsequent export, import or use of the Service and

any Buyer Service-Compatible Application(s) utilized by Buyer.

13.

Disputes

The parties will attempt in good faith promptly to resolve any dispute arising hereunder by negotiations

between representatives of the parties who have authority to settle the dispute. If unsuccessful, the parties

further will attempt in good faith to settle the dispute by non-binding third-party mediation, with mediator fees

and expenses apportioned equally to each side. Any dispute not so resolved by negotiation or mediation may

then be submitted to a court of competent jurisdiction in accordance with the terms hereof. These procedures

are the exclusive procedures for the resolution of all such disputes between the parties.

14.

Governing Law and Forum

The agreement evidenced hereby and all disputes arising thereunder will be governed by Commonwealth of

Virginia and interpreted in accordance with the internal laws and will be subject to the exclusive jurisdiction

of the courts of Commonwealth of Virginia. Should any term or provision hereof be held wholly or partly invalid

or unenforceable under applicable law, the remainder of the agreement evidenced hereby will not be affected

thereby.

15.

Assignment

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The agreement evidenced hereby may not be assigned by either party without the written consent of the other

(which consent will not be unreasonably withheld). However, consent will not be required for internal transfers

and assignments as between Seller and its parent company, subsidiaries or affiliates as part of a

consolidation, merger or any other form of corporate reorganization.

16.

Language

The parties acknowledge that they have required that the agreement evidenced hereby be drawn up in

English.

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