PKWARE, INC. EVALUATION LICENSE AGREEMENT

This Evaluation License Agreement ("Agreement") is made by and between PKWARE, INC. ("Licensor") and Licensee, as defined below, effective as of the date of the first installation of the Software by Licensee.

BY ACCESSING, USING, OR INSTALLING ALL OR ANY PART OF THE SOFTWARE, AS DEFINED BELOW, LICENSEE EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO ANY PART OF THIS AGREEMENT OR DOES NOT WISH TO BE BOUND BY THIS AGREEMENT, LICENSEE MAY NOT ACCESS, USE OR INSTALL ALL OR ANY PART OF THE SOFTWARE FOR ANY PURPOSE.

1. DEFINITIONS
   • 1.1 "Software" means the object code form of the software product(s) provided herewith, and any associated Documentation.
   • 1.2 "Documentation" means the written and electronic information generally made available by Licensor to its customers
   • relating to the operation and functionality of the Software, including user manuals, installation guides, and any "read me" or "help" files.
   • 1.3 “Licensee” means the entity evaluating the Software.
2. EVALUATION LICENSE.
   • 2.1 Evaluation License Grant. Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable, license to install and use one copy of the object code version of the Software solely for evaluation and trial purposes subject to the terms and conditions of this Agreement. Licensee may not rent, lease, sell or otherwise attempt to make any commercial gain through use or distribution of the Software. Licensee may not use the Software in a production environment. Licensee may not make any use, or engage in any distribution, of the Software except as expressly authorized herein. Licensee may not reverse engineer, decompile, disassemble, modify, or make any other attempt to access the source code of the Software, or make any additional copies of the Software for any purpose except such transient electronic copies as are necessary during the installation and use of a single copy of the Software on a single machine.
   • 2.2 Acknowledgment and Reservation of Rights. Licensee acknowledges and agrees that Licensor owns all intellectual property and other proprietary rights in and to the Software, including, without limitation, all trademarks, service marks and tradenames associated with the Software. Furthermore, Licensee acknowledges and agrees that this Agreement does not and shall not be construed to transfer to Licensee any express or implied license to Licensor's intellectual property or other proprietary rights, except as expressly set forth herein. All rights not expressly granted herein are reserved to Licensor, including the right to make use of any and all trademarks, service marks and/or tradenames associated with the Software.
   • 2.3 Installation and Support. Licensee is solely responsible for installation and configuration of the Software and does so at its own risk.
   • 2.4 Non-Competition. Licensee shall not use all or any part of the Software, or any ideas, concepts, technology, know-how or other information embodied within or learned from the Software in any manner in competition with Licensor for a period of two (2) years following the expiration or termination of this Agreement.
3. TERM AND TERMINATION
   • 3.1 Term. The term of this Agreement shall commence as of the date of first installation of the Software by Licensee and continue for a period of thirty (30) days (the “Term”), which Term may only be extended by either written mutual agreement by the parties or Licensor’s provision of a temporary license key to Licensee, at Licensor’s sole option. This Agreement shall automatically terminate at the end of this thirty (30) day period. Licensor may earlier terminate this Agreement at any time. Notwithstanding any provision of this Agreement to the contrary, upon expiration of the Term and absent any agreed upon extensions thereto, Licensee is not entitled to receive another evaluation license for the same version of the Software evaluated hereunder. This restriction does not apply to newer versions of the Software that may be subsequently developed.
   • 3.2 Actions on Termination. Upon termination, expiration, or cancellation of this Agreement for any reason, Licensee shall either return to Licensor at Licensee’s expense within ten (10) days or destroy all copies of the Software in Licensee’s possession or control. Immediately upon termination, expiration, or cancellation of this Agreement for any reason, Licensee’s right to the Software hereunder shall cease, the Evaluation License granted hereunder shall terminate, and Licensee shall immediately discontinue any and all use of the Software. All provisions of this Agreement which by their nature are intended to survive the expiration or termination of this Agreement shall survive and remain in full force and effect, including but not limited to the restrictions and obligations set forth in sections 2.2, 3.2, 4, 5, 6, 7 and 8 of this Agreement.
4. NO WARRANTY
   LICENSEE ACKNOWLEDGES THAT THE SOFTWARE IS PROVIDED TO LICENSEE FOR EVALUATION PURPOSES ONLY. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE BUG-FREE OR FREE FROM PROGRAM ERRORS. LICENSOR DOES NOT MAKE ANY REPRESENTATIONS REGARDING THE SOFTWARE AND DOES NOT MAKE ANY WARRANTY REGARDING THE USE, INSTALLATION, OR THE RESULTS OF THE USE OF THE SOFTWARE.
5. LIMITATION OF LIABILITY
   UNDER NO CIRCUMSTANCES SHALL LICENSOR BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY OTHER PECUNIARY LOSS ARISING OUT OF THE INSTALLATION, USE, OR INABILITY TO USE, THE SOFTWARE (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, DISRUPTION OF BUSINESS, LOSS OF PROFITS, OR ANY OTHER MATTER RELATING TO YOUR USE OR INABILITY TO USE THE SOFTWARE) OR RELATED IN ANY WAY TO THIS AGREEMENT OR THE SUBJECT THEREOF, WHETHER ARISING UNDER THEORIES OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER THEORY, REGARDLESS WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET FORTH IN THIS SECTION 5 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NO OBLIGATION OR LIABILITY SHALL ARISE FROM LICENSOR’S RENDERING OF TECHNICAL OR OTHER ADVICE OR SERVICE IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ADVICE OR SERVICE RELATED TO THE INSTALLATION OR CONFIGURATION OF THE SOFTWARE. SOME STATES AND JURISDICTIONS DO NOT ALLOW EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES AND SO THE ABOVE LIMITS AND EXCLUSIONS MAY NOT APPLY TO LICENSEE OR MAY BE LIMITED BY LAW.
6. CONFIDENTIALITY
   The Software and related Documentation is confidential and trade secret information (the "Proprietary Information") that is proprietary to and solely owned by Licensor and its licensors, together with all related copyrights and trademarks. Licensee agrees to maintain the Proprietary Information in strictest confidence for the benefit of Licensor. Licensee shall not make available or allow to be made available the Proprietary Information to any third party nor shall the Licensee use such Proprietary Information except as authorized by this Agreement.
7. INDEMNIFICATION
   Licensee shall indemnify, defend, and hold harmless Licensor, and its directors, officers, trustees, shareholders, employees, subsidiaries, agents, successors and assigns from and against any and all claims, expenses, losses, damages, costs, liabilities and judgments, including without limitation reasonable attorneys’ fees and expenses, arising out of or relating to any claim, charge, suit, or threat of any kind by any third party resulting from or related to its use or misuse of the Software, failure to abide by the terms of this Agreement, or violation of any applicable law.
8. MISCELLANEOUS PROVISIONS
   • 8.1 Severability. The provisions of this Agreement are severable. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision is to that extent to be deemed omitted and not part of this Agreement. The validity, legality, or enforceability of the remaining provisions shall in no way be affected or impaired thereby and shall be valid and enforceable to the maximum extent permitted by law.
   • 8.2 Assignment. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Notwithstanding the foregoing, Licensee shall not assign, sublicense, or otherwise transfer all or any part of this Agreement without the prior written consent of Licensor.
   • 8.3 Governing Law and Forum Choice. This Agreement shall be construed as having been made in, and shall be governed in accordance with, the laws of the State of Wisconsin, without regard to that state's choice of law rules or conflict of law provisions. Licensee agrees that both venue and personal jurisdiction over Licensee shall be proper in any state or federal court in Milwaukee County for purposes of any disputes arising out of or related in any way to this Agreement, and Licensee hereby irrevocably consents to the jurisdiction of such courts.
   • 8.4 Injunctive Relief. Licensee acknowledges and agrees that monetary damages alone would not be an adequate remedy in the event of a material breach by Licensee of Licensee’s obligations under this Agreement and that, in such event, Licensor shall be entitled to injunctive relief to require Licensee to comply with Licensee’s obligations hereunder.
   • 8.5 Export Restrictions. Licensee agrees to comply with all applicable export laws and regulations. Licensee represents and warrants that neither the U.S. Bureau of Industry and Security or its predecessor, nor any other U.S. federal agency, has suspended, revoked, or denied Licensee's export privileges.
   • 8.6 Entire Agreement. This Agreement constitutes the exclusive and entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements, negotiations, representations and proposals, written or oral, relating to the subject matter hereof.
   • 8.7 Modification and Wavier. No modification of this Agreement and no waiver of any breach of this Agreement shall be effective unless in writing and signed by an authorized representative of the party against whom enforcement is sought. No waiver of any breach of this Agreement and no course of dealing between the parties shall be construed as a waiver of any subsequent breach of this Agreement. The failure of either party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce such provision.

I hereby agree, certify, and warrant that:

I am not located in or a citizen/national of, Cuba, Iran, Iraq, North Korea, Sudan or Syria or any country that is subject to an embargo by the United States (the “Prohibited Destination”). I am not obtaining this software for any person who is located in or is a citizen/national of a Prohibited Destination. I am not obtaining this software for any entity located in a Prohibited Destination.

The United States Government has not suspended, revoked, or denied my Export Privileges. I am not obtaining this software for any person or entity whose Export privileges have been suspended, revoked, or denied by the United States.

I am not listed on the U.S. Treasury Department’s Specially Designated Nationals and Blocked Persons List. I am not obtaining this software for any person or entity on the Specially Designated Nationals and Blocked Persons List.

The software will not be used for any nuclear activities or for the design, development, production, stockpiling, or use of missiles, chemical or biological weapons. Nor will the software be used at any facilities involved in such activities.

This software product(s) is (are) subject to U.S. export control laws and regulations. I will not export, reexport, or divert this software contrary to any such laws and regulations.