IMPORTANT - READ CAREFULLY: THIS IS A BINDING LICENSE AGREEMENT BETWEEN YOU AND ITTIA L.L.C. FOR THE ACCOMPANYING ITTIA DATABASE SOFTWARE AND ANY RELATED DOCUMENTATION. BY DOWNLOADING AND INSTALLING, YOU (ON BEHALF OF YOURSELF OR AS AN AUTHORIZED REPRESENTATIVE OR ON BEHALF OF AN ENTITY) AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT REGARDING YOUR USE OF THE DATABASE SOFTWARE AND ACKNOWLEDGE AND AGREE WITH ALL THE TERMS AND CONDITION. IF YOU DO NOT AGREE, DELETE AND DESTROY THE DATABASE SOFTWARE AND DO NOT PROCEED.

1. NOTICE. This is a legal evaluation license (“Agreement”) between you (“LICENSEE”) and ITTIA L.L.C, a Washington Limited Liability Company (“ITTIA”). By installing, copying or otherwise using the Database software accompanying this Agreement, which include(s) computer software and “online” or electronic documentation, associated media, and printed materials, you agree to be bound by the terms and conditions of this Agreement. The right to use the Database Software is time-limited. All rights granted to LICENSEE in this Agreement will be void after the end of the evaluation period, which is no later than 30 days after LICENSEE received the Database Software.

2. SUBJECT MATTER OF THE LICENSE. This Agreement is a novation of all prior agreements, and an integration of all proposals and representations between ITTIA and LICENSEE, regarding all ITTIA software in your possession for evaluation, including the contents of any sealed media package(s), earlier releases of the software, all accompanying written materials, whether contained in manuals, sealed media package(s) or otherwise (hereafter referred to as “Database Software”).

3. LICENSE TO EVALUATE. ITTIA grants LICENSEE a limited, non-exclusive, nonassignable, nontransferable license to make and use copies of the Database Software for the sole purpose of evaluating the Database Software. This license offers the right to evaluate the Database Software for development of computer programs in compiled, linked, executable form (“Product”), provided Product that includes the Database Software does not constitute a database management system which could be used to commercially compete with the Database Software. The evaluation version of the Database Software may be limited to one million transactions, three tables, and five indexes per database. LICENSEE shall not use the Database Software, or any portion thereof, for any productive or commercial purpose.

4. BENCHMARK TESTING. LICENSEE shall not disclose the results of any benchmark test of the Database Software to any third party without ITTIA’s prior written approval.

5. OTHER RESTRICTIONS. The license granted herein are personal to the LICENSEE specified during the evaluation period. The LICENSEE may be an individual or organization. The LICENSEE may be a division or subsidiary of a larger organization or the affiliate of a smaller organization. Additional licenses for development and distribution by the LICENSEE or its affiliates must be separately obtained from ITTIA. LICENSEE may not develop (beyond prototypes), use, reproduce, modify, distribute, disclose, or transfer the Database Software except as allowed by this license Agreement. LICENSEE may not sell, sublicense, rent, lease, assign, give, or otherwise transfer any part of the Database Software or this license. LICENSEE may not retain copies, even of prior versions of the Database Software, after termination of this license. LICENSEE ‘s obligations under this Agreement survive any termination of the licenses granted by this Agreement. You shall not distribute any software statically or dynamically linked with the Database Software.

6. REVERSE ENGINEERING. As the LICENSEE, you may not reverse engineer, disassemble, or decompile the Database Software, or otherwise attempt to discover the source code of the Database Software, except where expressly permitted by applicable law to obtain compatibility with other software programs, and only after prior written notification to ITTIA.

7. DATABASE SOFTWARE ACCESS. Access to the Database Software shall be limited to employees and contractors of LICENSEE who (i) require access to the Database Software for the purposes of evaluation and (ii) have signed confidentiality agreement in which such employee or contractor agrees to protect third party confidential information with terms no less stringent than those set forth in this Agreement. LICENSEE agrees that any breach by any employee or contractor of such employee’s and contractor’s obligations under such confidentiality agreements shall also constitute a breach by LICENSEE hereunder. LICENSEE shall maintain and, upon ITTIA’s reasonable request, provide to ITTIA, the names of all employees and contractors who have had access to the Database Software.

8. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS. The Database Software is owned by ITTIA and is protected by national intellectual laws and international treaty provisions. The Database Software contains proprietary information. Therefore, you must protect the Database Software like any other material protected by intellectual property laws (such as copyright, patent, and/or trade secret), ensuring that anyone with access to the Database Software refrains from unauthorized reproduction, use or disclosure. ITTIA retains all rights not expressly granted. No title, property rights or copyright in the Database Software or in any modifications to the Database Software shall pass to the LICENSEE under any circumstances. LICENSEE may not remove, obscure or alter any copyright, trademark, patent, trade secret, confidential, or other proprietary notices on or in the Database Software.

9. TERMINATION. This license is granted for evaluation purpose only. All grants of license herein expire 30 days after receiving the Database Software. After this date you must either purchase the software license, or destroy all copies of the Database Software and all derivative works. The license granted herein may also be terminated by returning or destroying all copies of the Database Software materials within your control and so notifying ITTIA in writing. The above licenses, including your right to use the Database Software, will terminate automatically if you infringe ITTIA copyrights or breach this Agreement. Termination of your licenses does not affect your obligations under this Agreement.

10. EXPORT AND COMPLIANCE WITH LAWS AND POLICIES.LICENSEE agrees to comply with all applicable laws, regulations, ruling and executive orders and any other applicable jurisdictions including but not limited to those relating to the export or re-export of the Database Software, and with all applicable international laws which must be complied with in order to protect or preserve ITTIA’s copyright(s), trade secrets(s) and other Intellectual Proprietary Rights in and to the Database Software.

11. LIMITED WARRANTY. THE DATABASE SOFTWARE, WHEN INCORPORATED INTO PRODUCT, IS PROVIDED “AS IS” AND WITHOUT ANY OTHER WARRANTY OF ANY KIND. ITTIA DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ITTIA, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY AND LICENSEE MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.

12. LIMITED LIABILITY AND INDEMNIFICATION. ITTIA SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, COSTS OF COVER, OR THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE THE DATABASE SOFTWARE (WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) EVEN IF ITTIA OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN PARTICULAR, LICENSEE RECOGNIZES THAT THE DATABASE SOFTWARE MAY BE PART OF A SYSTEM USED TO CONTROL EXPENSIVE OR DANGEROUS EQUIPMENT. ITTIA SHALL NOT BE LIABLE FOR ANY DAMAGE OR INJURY RESULTING FROM THE OPERATION OF SUCH EQUIPMENT. LICENSEE agrees to indemnify, defend and hold ITTIA harmless from any claim, lawsuit, legal proceeding, settlement or judgment (including without limitation ITTIA’s reasonable United States and local attorneys’ and expert witnesses’ fees and costs) arising out of or in connection with the copying, marketing, performance or other distribution of the Products. In no event will ITTIA liability arising out of this agreement exceed the aggregate amount received by ITTIA from LICENSEE under this Agreement.

13. THE LIMITED WARRANTY, LIMITED LIABILITY SPECIFIED IN THIS AGREEMENT ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ITTIA AND LICENSEE. ITTIA WOULD NOT BE ABLE TO PROVIDE THE DATABASE SOFTWARE WITHOUT SUCH LIMITATIONS.

14. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. The parties agree that Confidential Information shall mean information covering the following: (i) pricing of the Database Software (ii) the Database Software, (iii) the technology, ideas, know-how, documentation, processes, algorithms and trade secrets or associated with the Database Software, (iv) the LICENSEE’s project and business details, disclosed by either of the parties to the other party under this Agreement. Both parties agree to maintain Confidential Information in confidence by using a reasonable degree of care in order to ensure that no unauthorized persons shall have access to the Confidential Information. The parties agree that the terms of this section shall continue in full force and effect irrespective of the expiration or termination of this Agreement for a period of five (5) years from the Effective Date (as specified below) of this Agreement unless otherwise specified in a future agreement between the parties. ITTIA and LICENSEE further agree that each party shall protect the existence and terms of this Agreement, including information about the evaluation of the Database Software in LICENSEE’s business and terms around such use, as Confidential Information. Confidential Information shall not include that information which (i) becomes part of the public domain through no breach by any of the parties; (ii) is independently developed without use of Confidential Information; or (iii) is rightfully disclosed by a third party.

15. U.S. GOVERNMENT RESTRICTED RIGHTS. ITTIA software and documentation are provided with restricted rights. Use, duplication, or disclosure by the Government is subject to restrictions.

16. SEVERABILITY. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid and effective under applicable law. If any provision is invalid, the remaining provisions remain enforceable.

17. EXPORT LICENSES. You agree that You will not export any United States source technical data acquired from ITTIA, or the Database Software, to any country for which the United States Government or any agency, at the time of export, requires an export license or other governmental approval without first obtaining the license or approval required by applicable United States law.

18. Injunctive Relief. LICENSEE agrees that its breach of this Agreement will cause ITTIA irreparable harm for which recovery of money damages would be inadequate, and that ITTIA will therefore be entitled to seek timely injunctive relief to protect ITTIA’s rights in addition to any and all remedies available at law.

19. Export Control. All software and technical information delivered under this Agreement are subject to U.S. export controls under the Export Administration Regulations (the “EAR”) or the International Traffic in Arms Regulations (the “ITAR”) and may be subject to export, re-export or import regulations in other countries. LICENSEE agrees to strictly comply with all such laws and regulations. LICENSEE will not export or re-export the software and technical information, directly or indirectly, to: (1) any countries that are subject to US export restrictions (currently including, but not necessarily limited to, Cuba, Iran, North Korea, Sudan, and Syria); (2) any end user who LICENSEE knows or has reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, and sounding rockets, or unmanned air vehicle systems; or (3) any end user who has been prohibited from participating in US export transactions by any federal agency of the US government.

20. LAW AND JURISDICTION. The governing law for this Agreement is the law of California State, U.S.A. and any disputes which have not been capable of resolution by friendly negotiation shall be brought before the Federal Courts in Orange County, California State, USA. The United Nations Convention on the International Sale of Goods does not apply to this Agreement. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration in Orange County, California under the Commercial Arbitration Rules of the American Arbitration Association by one arbitrator appointed in accordance with said rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision. If any provision or provisions of this Agreement are determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired thereby. The prevailing party in such proceeding will be entitled to recover its costs and expenses, including reasonable attorneys’ fees.

ENTIRE AGREEMENT. This Agreement contains the entire agreement between ITTIA and LICENSEE for evaluation and there are no other promises or conditions in any other oral or written agreement.

Ver. 20171130