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END USER SOFTWARE LICENSE AGREEMENT

THE TERMS AND CONDITIONS SET FORTH BELOW (THIS “AGREEMENT”) GOVERN YOUR USE OF
CLOUDSHIELD SOFTWARE (DEFINED IN SECTION 1 BELOW). IF YOU (“END USER”) ARE AN
INDIVIDUAL EMPLOYED BY OR ACTING AS A REPRESENTATIVE OF A CORPORATION OR
OTHER LEGAL ENTITY THAT WISHES TO USE CLOUDSHIELD SOFTWARE, YOU IRREVOCABLY
REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY, YOU AGREE TO ENTER
INTO THIS AGREEMENT ON BEHALF OF SUCH ENTITY, AND YOU REPRESENT AND AGREE THAT
ALL PROVISIONS OF THIS AGREEMENT SHALL BIND THAT ENTITY AS IF IT WERE NAMED IN
THIS AGREEMENT IN PLACE OF YOU. IF YOU ARE AN INDIVIDUAL USER, BY ACCEPTING THIS
AGREEMENT OR BY ACCESSING ANY PORTION OF CLOUDSHIELD SOFTWARE, YOU
IRREVOCABLY AGREE TO THE TERMS OF THIS AGREEMENT, AND YOU REPRESENT AND
WARRANT THAT YOU HAVE ALL AUTHORITY NECESSARY TO BIND YOURSELF. IF YOU DO
NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCESS THE CLOUDSHIELD
SOFTWARE BECAUSE ACCESSING AND USING CLOUDSHEILD SOFTWARE MEANS YOU HAVE
ACCEPTED THESE TERMS AND CONDITIONS. THIS AGREEMENT IS EFFECTIVE ON THE DATE
YOU CHOSE THE “ACCEPT” BUTTON AFTER REVIEWING AND AGREEING TO THESE TERMS AND
CONDITIONS.

1. Software. The software to be licensed hereunder is CloudShield’s proprietary operating system (“CPOS”) or
PacketWorks IDE (“Software), and all documentation related thereto (“Documentation”).

2. License. Subject to the terms and conditions of this Agreement, CloudShield hereby grants to End User a
non-exclusive, non-transferable limited license to use the Software for its own internal business purposes on a
single, stand alone computer or network appliance device owned exclusively by End User. All other rights are
expressly reserved by CloudShield. The Software is the copyrighted and proprietary property of CloudShield
and/or its licensors and all right, title and interest in and to the Software, and the intellectual property rights
therein, including but not limited to all patent, copyright, trademark, and trade secret rights are owned by, belong
to and remain with CloudShield and/or its licensors, and not End User. End User shall not sell, resell, distribute,
transfer, publish, disclose, rent, lend, assign, or sublicense the Software in whole or in part. End User shall not,
and shall not permit any other person to, disassemble, decompile, reverse engineer, reverse compile, modify,
translate or create derivative works based on the Software, or attempt any action to derive source code from the
Software. End User shall not copy the Software except for an archival or backup copy for the Software provided
that such copies must be reproduced with all of CloudShield's and its licensor’s/supplier’s protective notices. End
User acknowledges and agrees as between End User and CloudShield that CloudShield owns the CPOS,
PACKETWORKS AND PACKETC-related trademarks, service marks, logos and other brand designations
("CloudShield Marks"), and End User agrees to comply with the CloudShield Trademark and Logo Usage
Requirements currently located at http://www.cloudshield.com/dllist.asp. Any use End User makes of the
CloudShield Marks inures to CloudShield's benefit.
End User agrees to insure compliance by its employees, agents, and authorized users with respect to its
obligations under this Agreement. If End User is an employee, contractor or agent of the United States
Government, the following provision applies. The Software and documentation are comprised 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 (a) for acquisition by or on behalf of civilian agencies,
consistent with the policy set forth in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the
Department of Defense, consistent with the policies set forth in 8 C.F.R. 227.7202-1 (JUN 1995) and 227.7202-3
(JUN 1995).

3. Non-warranted Code. Certain portions of the code contained in the Software may be covered by open
source or other commercial licenses and may be non-warranted and provided hereunder “as is” (“Non-warranted
Code”). All warranties and conditions, express and implied, including warranties or conditions of title and non-
infringement, and implied warranties or conditions of merchantability and fitness for a particular purpose are
hereby disclaimed for all such Non-warranted Code. To see the applicable licenses or copyright notices, please
see http://www.cloudshield.com/dllist.asp. Source code to any GPL or LGPL packages is available upon written
request to the following address:

CloudShield Technologies, Inc


c/o Finance Department
212 Gibraltar Drive
Sunnyvale, CA 94089

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4. WARRANTY. CloudShield warrants that the (a) Software media will be free from defects in material and
workmanship for 3 months from the date of shipment and (b) Software will substantially perform in accordance
with CloudShield’s standard specifications for 12 months from the date of shipment. All warranty claims must be
made on or before the expiration of the warranty period specified herein. This warranty does not apply to Non-
warranted Code or defects or warranty claims resulting from (i) improper or unauthorized modifications or use of
any of the products, (ii) hardware, software, materials, devices, interfacing or supplies not provided or supported
by CloudShield, (iii) unauthorized modifications of any of the products, (iv) such other exceptions or requirements
contained in CloudShield’s warranty policy. CloudShield and its suppliers do not warrant that the operation of the
Software will be uninterrupted or error free. EXCEPT FOR THE WARRANTIES EXPRESSLY STATED ABOVE,
CLOUDSHIELD AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, WRITTEN OR ORAL, WHETHER
EXPRESS OR IMPLIED. CLOUDSHIELD AND ITS SUPPLIERS DISCLAIM ALL IMPLIED WARRANTIES,
INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, USE, TITLE, AND NON-INFRINGEMENT. CLOUDSHIELD AND ITS SUPPLIERS’
SOLE OBLIGATION AND END USER'S SOLE REMEDY UNDER THIS WARRANTY IS FOR CLOUDSHIELD TO
REPAIR OR REPLACE DEFECTIVE WARRANTED PARTS OR MEDIA, AT CLOUDSHIELD’S SOLE OPTION,
PROVIDED CLOUDSHIELD RECEIVED PROPER NOTICE OF ANY CLAIMED DEFECT DURING THE
WARRANTY PERIOD.

5. LIMITATION OF LIABILITY. IN NO EVENT SHALL CLOUDSHIELD OR ITS SUPPLIERS BE LIABLE TO


END USER OR ANY OTHER PERSON FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY,
PUNITIVE OR SPECIAL DAMAGES (INCLUDING LOST PROFITS, LOST DATA, OR COST OF SUBSTITUTE
GOODS OR SERVICES) RELATED TO OR ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED AND
WHETHER SUCH DAMAGES ARE BASED IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR
OTHERWISE, AND WHETHER OR NOT CLOUDSHIELD HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. IN NO EVENT SHALL CLOUDSHIELD'S AGGREGATE LIABILITY UNDER THIS
AGREEMENT EXCEED FIFTY THOUSAND DOLLARS ($50,000). THE FOREGOING LIMITATIONS SHALL
APPLY REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. END
USER ACKNOWLEDGES AND AGREES THAT END USER SHALL HAVE NO CLAIM AGAINST ANY THIRD
PARTY SUPPLIERS OR LICENSORS BY REASON OF THE PERFORMANCE OR NON-PERFORMANCE OF
ANY OF THE SOFTWARE OR NON-WARRANTED CODE SUPPLIED BY CLOUDSHIELD OR RELATED TO
THE COMPONENTS SUCH THIRD PARTIES MAY HAVE SUPPLIED TO CLOUDSHIELD. ALL LIABILITY IS
HEREBY DISCLAIMED FOR DAMAGES, INCLUDING DIRECT, INDIRECT, SPEICAL, INCIDENTAL AND
CONSEQUENTIAL DAMAGES SUCH AS LOST PROFITS, ARISING FROM OR RELATED TO THE USE OF
NON-WARRANTED CODE. End User agrees that the foregoing limitations of liability constitute a material
inducement for CloudShield to enter into this Agreement and that the purchase price and fees charged to End
User would be substantially higher without such limitation of liability.

6. Indemnification. CloudShield will indemnify and hold End User harmless or settle any third party claim
against End User that the Software delivered hereunder infringes any third party intellectual property right. If
such a claim appears likely, CloudShield may modify the Software, procure any necessary license, replace it, or
terminate this Agreement and refund to End User the amounts paid to CloudShield by End User, for such
Software whose use is impaired or enjoined, limited to actual money paid to CloudShield by End User for such
Software, depreciated over a five (5) year period beginning on the date such amounts are paid, using a straight-
line method. CloudShield’s obligation to indemnify, hold harmless and/or settle a claim pursuant to this section is
subject to End User (a) giving CloudShield prompt written notice of any such claim; (b) giving CloudShield sole
control over the defense and settlement of any such claim; (c) End User providing reasonable cooperation for the
defense of any such claim, at CloudShield’s expense; and (d) End User not entering into any settlement or
compromise of any such claim without CloudShield’s prior written approval. CloudShield’s obligations under this
section shall not apply to any claim resulting from or based on (aa) modification of any Software by End User or
any third party without CloudShield’s permission, (bb) use of the Software in combination with hardware, software
or products not supplied or approved by CloudShield where but for such combination there would be no claim,
(cc) failure to use the most recent version or release of the Software where CloudShield has provided notice that
such version or release is a required replacement for prior version(s), (dd) CloudShield’s compliance with End
User's explicit or written designs, specifications or instructions, (ee) CloudShield’s use of technical information or
technology provided by End User, or (ff) use of Software not authorized by or in contravention of CloudShield’s
specifications and/or recommendations. THESE TERMS STATE CLOUDSHIELD’S ENTIRE LIABILITY FOR
ANY AND ALL CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT.

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7. Termination. This Agreement may be terminated by CloudShield at any time for any material breach hereof
by End User. End User may terminate this Agreement at any time by destroying all copies of the Software in End
User’s possession and deleting the Software from End User’s computer system and other storage media and
certifying such destruction to CloudShield, or by returning all such copies of the Software to CloudShield.

8. Export Controls. End User agrees to comply with all US export control laws, including the US Export
Administration Act and its associated regulations. CloudShield products are prohibited for export or re-export to
Cuba, North Korea, Iran, Iraq, Libya, Syria and Sudan or to any person or entity the US Department of Commerce
Denied Persons List or on the US Department of Treasury’s lists of Specially Designated Nationals, Specially
Designated Narcotics Traffickers or Specially Designated Terrorists. If End User is licensing product(s) on behalf
of the US Government, it is classified as “non-retail” provisions of license exception ENC and is developed at
private expense, contains confidential information and trade secrets of CloudShield and it’s licensors and is
subject to “Restricted Rights” as that term is defined in the Federal Acquisition Regulations (“FARS”).
Contract/Manufacturer is: CloudShield Technologies, Inc, and its subsidiaries, located at 212Gilbralter Drive,
Sunnyvale, California, USA.

9. Miscellaneous. All purchase orders, invoices, payments, notices and demands to CloudShield shall be
addressed to the attention of the Chief Financial Officer, CloudShield Technologies, Inc., 212 Gibraltar Drive
Sunnyvale, CA 94089. This Agreement may not be assigned by End User, by operation of law or otherwise,
without CloudShield’s express written approval. This Agreement shall be governed in all respects by the laws of
the State of California, and where applicable the United States, (excluding principles of conflicts of law), as if this
Agreement were executed in and wholly performed in California. Any judicial action with respect to this
Agreement shall be filed in the federal or state courts located in Santa Clara County, California, and each of the
parties hereto irrevocably consents to the personal jurisdiction and venue of such courts. The parties hereby
irrevocably waive any and all claims and defenses either might otherwise have in any action or proceeding in any
of such courts based upon any alleged lack of personal jurisdiction, improper venue, forum non conveniens or any
similar claim or defense. Each individual who agrees on behalf of his/her respective entity represents and
warrants that he/she is duly and expressly authorized to enter into this Agreement of behalf of such entity and
bind such entity to all of the terms and conditions set forth herein. The prevailing party in any action arising from
or related to this Agreement shall be entitled to its reasonable attorneys' fees and costs. Failure to require
performance of any provision or waiver of a breach of a provision does not waive a party’s right to subsequently
require full and proper performance of that provision or this Agreement. This Agreement represents the entire
agreement of the parties with respect to the subject matter hereof, and supersedes all prior agreements,
representations, statements, negotiations, and understandings. This Agreement may be modified only by a writing
signed by both parties. If any provision hereof is declared invalid, the remainder of this Agreement will continue in full
force and effect. Each party is acting as an independent contractor and not as an agent, partner, or joint venturer
with the other party for any purpose. The United Nations Convention on Contracts for the International Sale of
Goods is hereby excluded. Any rule of construction to the effect that ambiguities are to be resolved against the
drafting party shall not apply in the interpretation of this Agreement. The parties agree that a material breach of
this Agreement would cause irreparable injury to CloudShield for which monetary damages would not be an
adequate remedy and CloudShield shall be entitled to immediate equitable relief and remedies in addition to any
legal remedies it may have. This Agreement shall inure to and binding on the parties’ successors and permitted
assignees.

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