IMPORTANT-READ CAREFULLY: Your organization has purchased a license to this Software through Agitar or an authorized Agitar reseller. If your organization has not executed a written license agreement with either Agitar or an Agitar authorized reseller, the terms of this End-User License Agreement shall govern your use of the Agitar software. To the extent that the terms of this End-User License Agreement supplement the terms of any written license agreement your organization has executed with an Agitar authorized reseller, such terms shall apply in addition to the terms of such written license agreement. This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Agitar® Software, Inc. ("Agitar"), which covers your use of AgitarOne® or Agitator® and Agitar’s Management Dashboard, and related software components. All such software is referred to herein as the "Software Product." A software license ("Software Product License") issued only by Agitar or its authorized agents is required for each concurrent user of the Software Product. If you do not agree to the terms of this EULA, then do not install or use the Software Product. By installing the software, you are accepting this EULA and acknowledging and agreeing to be bound by the following terms: 1. GRANT OF NON-EXCLUSIVE LICENSE 1.1 Grant of License: Agitar grants the non-exclusive, non-transferable right for a single user to use this Software Product. Each additional concurrent user of the Software Product requires an additional Software Product License. The Software Product may be installed on multiple machines as long as the copies of the same Software Product License never come into concurrent use. 1.2 Backup Copies: You may make copies of Software Product as reasonably necessary for the use authorized above, including as needed for backup and/or archival purposes. No other copies may be made. 1.3 License Verification: You may not tamper with, alter, or use the Software Product or Software Product License in a way that disables, circumvents, or otherwise defeats its built-in licensing verification and enforcement capabilities. 1.4 Agitar Distributable Software. Agitar makes available certain software which it permits customers to distribute (“Agitar Distributable Software”). Agitar Distributable Software will be clearly designated as distributable by Agitar and will be accompanied by an end user license agreement permitting distribution (the “EULA”). Customer is entitled to the additional distribution rights to the extent permitted under the section of the EULA entitled “Limited Distribution License.” All other terms of the EULA shall not apply to Customer, and other than those distribution rights the Agitar Distributable Software is licensed under this Agreement as “Software.” For the avoidance of doubt, Agitar’s AgitarOne, Agitator, and Agitar Management Dashboard products shall under no circumstances be considered Agitar Distributable Software. 2. INTELLECTUAL PROPERTY RIGHTS The Software Product is licensed, not sold, and is protected by US copyright laws and treaties, as well as other intellectual property laws and treaties. You may not remove or alter any trademark, logo, copyright or other proprietary notice, legend, symbol or label from any copies of the Software Product. You may not use, copy, distribute, modify or create derivative works of the Software Product, except as expressly permitted by this EULA, without written authorization from Agitar or its designated agents. Furthermore, this EULA does not grant you any rights in connection with any trademarks or service marks of Agitar. Agitar retains all rights not expressly granted to you. 3. NO RIGHT TO TRANSFER You may not rent, lease, lend, or in any way distribute or transfer any rights in this EULA or the Software Product to third parties without Agitar's written approval 4. PROHIBITION ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. You may not reverse engineer, decompile, defeat license encryption mechanisms, or disassemble the Software Product or Software Product License except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. In the event applicable law grants you the right to reverse engineer the Software Product notwithstanding this limitation, you shall provide Agitar with written notice prior to such reverse engineering activity, information sufficient regarding your intended method of reverse engineering, its purpose and the legal authority for such activity and shall afford Agitar a reasonable period of time before initiating such activity in order to evaluate the activity and/or challenge the reverse engineering activity with the appropriate legal authorities. You shall refrain from such reverse engineering activity until such time as any legal challenge is resolved in your favor. Reverse engineering including, without limitation, decompiling, disassembly, or otherwise deriving source code, is not permitted. 5. THIRD PARTY SOFTWARE For your convenience, the Software Product may be distributed with certain third party software components (“Third Party Software”) that are subject to the terms of their own license agreements. This EULA does not apply to the Third Party Software. Copies of these third party license agreements are included with the Third Party Software distributed to you and you are responsible for entering into the appropriate agreements prior to your use of such Third Party Software. 6. CONFIDENTALITY Each party may have access to information that is deemed confidential by the other party (“Confidential Information”). In cases where a separate agreement with non-disclosure or confidentiality terms has been signed by the parties, its terms and conditions will apply to the Confidential Information. If there is no Non-Disclosure Agreement in force between the parties, the remainder of this Section 8 will apply. A party’s Confidential Information will include such information as is clearly identified as confidential. A party’s Confidential Information will not include information that: (i) is or becomes generally known to the public through no act or omission of the other party; (ii) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third-party without restriction on disclosure; or (iv) is independently developed by the other party without use of or reference to the other party’s Confidential Information. The obligations to protect Confidential Information in this Section will terminate three years after the receipt of such Confidential Information. Neither party shall make the other party’s Confidential Information available in any form to any third-party for any purpose except to the extent necessary to exercise its rights under this Agreement and shall treat Confidential Information of the other party with the same degree of care with which it would treat its own confidential information of a like nature, and in no case less than a reasonable degree of care. It will not be a breach of this Section if Confidential Information is disclosed pursuant to subpoena or other compulsory judicial or administrative process, provided the party served with such process promptly notifies the other party and provides reasonable assistance so that the other party may seek a protective order against public disclosure. Each party shall limit the disclosure of Confidential Information to those of its employees and agents who have a need to know such Confidential Information and who have been made aware of the party’s obligations under this Section, and each party shall take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement. Each party shall use the other party’s Confidential Information only for its own internal business purposes and only in furtherance of the purposes of this Agreement. 7. TERMINATION You may terminate this EULA at any time by destroying all copies of the Software Product and Software Product Licenses. If you fail to comply with any term or condition of this EULA, then Agitar may terminate this EULA without prejudice to any other rights or remedies. In such event, you must uninstall and destroy all copies of the Software Product and Software Product Licenses. 8. WARRANTY DISCLAIMER YOU ACCEPT THE SOFTWARE PRODUCT, "AS IS," AND AGITAR AND ITS THIRD PARTY SUPPLIERS AND LICENSORS MAKE NO WARRANTY AS TO THEIR USE, PERFORMANCE, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGITAR AND ITS THIRD PARTY SUPPLIERS AND LICENSORS DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESSED, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE PRODUCT REMAINS WITH YOU. 9. LIMITATION OF LIABILITY THIS LIMITATION OF LIABILITY IS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL AGITAR OR ITS THIRD PARTY SUPPLIERS AND LICENSORS BE LIABLE FOR ANY COSTS OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THIS EULA OR THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE FAILURE TO PROVIDE TRAINING SERVICES, EVEN IF AGITAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, AGITAR'S, AND ITS THIRD PARTY SUPPLIERS' AND LICENSORS' ENTIRE LIABILITY ARISING OUT OF THIS EULA SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO AGITAR (IF ANY) FOR THE SOFTWARE PRODUCT OR TRAINING SERVICES GIVING RISE TO THE LIABILITY. 10. HIGH RISK ACTIVITIES The Software Product is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software Product, or any software, tool, process, or service that was developed using the Software Product, could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). Accordingly, Agitar and its suppliers and licensors specifically disclaim any express or implied warranty of fitness for High Risk Activities. You agree that Agitar and its suppliers and licensors will not be liable for any claims or damages arising from the use of the Software Product, or any software, tool, process, or service that was developed using the Software Product, in such applications. 11. U.S. GOVERNMENT END-USERS If you are a U.S. Government end-user: The Software Product is a "commercial item" as that term is defined at FAR 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are defined in FAR 12.212, and is provided to the U.S. Government only as a commercial end item. Government end users acquire the rights set out in this Agreement for the Software consistent with: (i) for acquisition by or on behalf of civilian agencies, the terms set forth in FAR. 12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, the terms set forth in DFARS 227.7202. Use of this Software and related documentation is further restricted by the terms and conditions of this Agreement. Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in FAR 12.212 and DFARS 227.7202 and further restricted in accordance with this EULA. The contractor/manufacturer is Agitar Software, 450 National Ave., Mountain View, CA 94043. 12. ENTIRE AGREEMENT This License will be governed by and construed in accordance with the laws of the United States and the State of California, without giving effect to any conflicts or choice of laws principles that would require the application of the laws of a different jurisdiction. The parties expressly exclude the application of the 1980 United Nations Convention on the International Sale of Goods (if applicable). This EULA is the entire agreement between Agitar and you, and supersedes any other communications or advertising with respect to the Software Product; this EULA may be modified only by written agreement signed by authorized representatives of you and Agitar. 13. GENERAL This EULA and the schedules referenced herein constitute the entire agreement between you and Agitar concerning the subject matter hereof. If any provision of this EULA is held invalid, the remainder of this EULA will continue in full force and effect. A waiver by either party of any term or condition of this EULA or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. 14. CONTACT INFORMATION If you have any questions about this EULA, or if you want to contact Agitar for any reason, please direct correspondence to: Agitar Software 450 National Ave. Mountain View, CA 94043 or send email to info@Agitar.com.