NetworkAuthority Inventory Open Technology License

1. License. Upon Licensee’s acceptance of the terms and conditions of this Agreement and subject at all times to the terms and conditions of this Agreement, AlterPoint grants to Licensee a non-exclusive, non-transferable, non-sublicensable, royalty-free, perpetual license to use or modify the “Free Edition” of the NetworkAuthority Inventory software (including such updates and enhancements as AlterPoint may make available to you under the terms of this Agreement, the “Software”) solely for Licensee’s own internal business purposes. This Agreement conveys no ownership rights in or to the Software, and AlterPoint shall own and retain all rights in and to (i) the Software, (ii) any documentation accompanying the Software, (iii) any ideas, suggestions, or feedback relating to the Software (“Feedback”), and (iv) all intellectual property rights embodied within the foregoing (i) – (iii). Licensee hereby irrevocably assigns and agrees to assign all of its right, title and interest in and to any Feedback to AlterPoint.

2. License Restrictions. Licensee may not: (a) remove any copyright, trademark or other proprietary notices from the Software or its copies, (b) use the Software in any manner to provide service bureau, time-sharing or other computer services to third parties, (c) use the Software in any manner to assist or take part in the development, marketing, or sale of a product competitive with or potentially competitive with the Software, or (d) allow any third parties to access, use or support the Software.

3. Third Party Software. The Software may contain software from third party licensors. Without limiting the general applicability of the other provisions of this Agreement, Licensee agrees that (a) the title to any third party software incorporated in the Software shall remain with the third party provider; and (b) Licensee’s use of such third party software shall be governed by the terms of the license agreement governing such third party software, as specified on the “About” page for the Software, in “readme” files accompanying the Software, or where otherwise indicated in the source code for the Software. Such third party license agreement terms shall apply solely with respect to the software to which it pertains (and shall not apply with respect to any other portion of the Software) and shall apply notwithstanding any provision herein to the contrary.

4. Confidentiality. The Software and Documentation contain proprietary and confidential information of AlterPoint or AlterPoint’s licensors as well as trade secrets owned by AlterPoint or AlterPoint’s licensors. Licensee agrees to hold the Software and Documentation in strict confidence and not to use or disclose the Software or Documentation in any way except as expressly permitted hereunder. Licensee agrees to protect the Software and Documentation at least to the same extent that Licensee protects its similar confidential information, but in no event less than reasonable care.

5. Termination. This Agreement is effective upon installation of the Software, and shall remain in effect for the license term unless terminated in accordance with this section. The Agreement will automatically terminate upon Licensee’s failure to comply with any term or condition of this Agreement. All provisions relating to confidentiality, proprietary rights, non-disclosure, and limitation of liability shall survive the termination of this Agreement.

6. Disclaimer of Warranty. AlterPoint does not warrant that the Software will be error-free. THE SOFTWARE IS FURNISHED “AS IS” WITHOUT WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Licensee is solely responsible for determining the appropriateness of using the Software and assumes all risks associated with the use of it, including but not limited to the risks of program errors, damage to or loss of data, programs or equipment, and unavailability or interruption of operations.

7. Limitation of Liability. NEITHER ALTERPOINT NOR ALTERPOINT’S LICENSORS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS INTERRUPTION, LOST BUSINESS INFORMATION OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION OR THEORIES OF LIABILITY. THE DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE FUNDAMENTAL PARTS OF THE BASIS OF ALTERPOINT’S BARGAIN HEREUNDER, AND LICENSEE ACKNOWLEDGES THAT ALTERPOINT WOULD NOT BE ABLE TO PROVIDE THE SOFTWARE TO LICENSEE UNDER THE TERMS OF THIS AGREEMENT ABSENT SUCH LIMITATIONS. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. Since some jurisdictions do not allow certain limitations or exclusions of warranties or liability, some or all of the limitations and exclusions set forth in Sections 6 or 7 above may be held unenforceable as applied to you. In such cases, Licensee’s liability shall not exceed the minimum liability required under applicable law.

8. Government Users. If Licensee is a branch or agency of the United States Government or a contractor thereto, the following provision applies. The Software comprises of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 (Sept. 1995) and are provided to the Government (i) for acquisition by or on behalf of civilian agencies, consistent with the policies set forth in 48 C.F.R. 12.212; or (ii) for acquisition on behalf of the department of defense consistent with the policies set for the in 48 C.F.R. 227.7202-1 (Aug. 1995) and 227.7202-3 (Aug. 1995).

9. Miscellaneous. This Agreement shall be governed by the laws of Texas without reference to conflict of laws principles. Licensee shall not assign this Agreement, directly or indirectly, by operation of law or otherwise, without the prior written consent of AlterPoint. Licensee shall comply in all respects with all U.S. and foreign export and re-export laws and regulations applicable to the technology and documentation provided hereunder. This is the entire agreement between the parties relating to the subject matter hereof. No waiver or modification of this Agreement shall be valid unless in writing signed by each party. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law the remaining provisions of this Agreement shall remain in full force and effect.