LICENSE AGREEMENT

The terms of this license can be found at http://www.netguardians.ch/eula
Version: 05.11.2014

Between "NetGuardians" and the "End User".
NetGuardians and the End User, collectively, the "Parties", and, individually, a "Party".

1. DEFINITIONS
2. GRANT OF LICENSE
3. TERMS OF USE
4. FEES
5. HARDWARE
6. INSTALLATION AND UPDATES
7. PROPRIETARY RIGHTS
8. MAINTENANCE AND SUPPORT
9. OTHER SERVICES
10. WARRANTY AND LIABILITY
11. TERM AND TERMINATION
12. RESELLER EXPIRY OR TERMINATION
13. END OF LICENSE
14. MISCELLANEOUS
15. GOVERNING LAW AND ARBITRATION

1 DEFINITIONS

Unless the context otherwise requires, terms used in this Contract shall have the meanings specified below:
1.1"Activation Date" means the date on which the Software is first operational and activated for use by the End User.
1.2"Contract" means this license agreement including all exhibits and schedules hereto.
1.3"Effective Date" means the date of signature of this Contract by both Parties.
1.4"Fees" means the License Fee and the Maintenance Fee.
1.5"Hardware" means the equipment on which the Software is installed.
1.6"License Fee" means the initial license fee paid by the End User for the use of the Software.
1.7"Maintenance Fee" means the annual maintenance fee paid by the End User for maintenance, support and updates provided by NetGuardians for the Software.
1.8"Non-Proprietary Programs" means any computer programs not falling under the definition of Software.
1.9"Reseller" means the person or entity acting as reseller of the Software, either alone or as part of a Solution.
1.10 "Reseller Agreement" means the agreement between NetGuardians and the Reseller relating to the Software.
1.11 "Software" means any computer programs developed by NetGuardians and provided to the End User under the terms and conditions of this Contract, together with, without limitation, input and output formats, source and object codes, program listings, data models, flow charts, outlines, narrative descriptions, operating instructions and supporting documentation, including the media on which the programs and documentation are recorded and all authorized copies and reproductions, patches, corrections, translations, updates, enhancements, new releases and all other modifications.
1.12 "Solution" means any combination of Software with Hardware and/or other computer programs, licensed and/or sold by the Reseller to the End User in the exercise of its activity as a value-added reseller.

2 GRANT OF LICENSE

2.1 The Software is licensed to the End User for the duration of this Contract, not sold.
2.2 Subject to the End User's compliance with the terms and conditions of this Contract, including, but not limited to, the timely payment of the License Fee and Maintenance Fee, NetGuardians grants to the End User, who accepts, a limited, non-exclusive, non-transferable right to use the Software during the term of this Contract solely for the Licensee's intended business purposes.

3 TERMS OF USE

3.1 The End User shall not copy or reproduce the Software in whole or in part except for backup purposes and provided that the backup copy shall not execute unless the backed-up live copy of the Software cannot execute.
3.2 The End User shall not unbundle the Software in whole or part.
3.3 The End User shall not rent, sell, lease, assign, transfer or sublicense the Software to any third party.
3.4 The End User shall not amend, improve, transform, alter, adapt or otherwise modify the Software, or reverse engineer, decompile, disassemble or otherwise attempt to reproduce the source code of the Software except to the extent expressly permitted by applicable laws to achieve interoperability with related interoperability with related Non-Proprietary Programs, or as expressly permitted in writing by NetGuardians. Any alteration shall be without prejudice to the proprietary rights of NetGuardians and shall become the property of NetGuardians pursuant to Article 7.2 whether effected by NetGuardians or by the End User.

4 FEES

4.1 The End User shall pay an initial License Fee for the license and recurrent Maintenance Fees for the continued license, use, maintenance, support and availability of updates of the Software.
4.2 The amount of the License Fee shall be as specified in the proposal to the End User presented by the Reseller and approved by NetGuardians. The License Fee shall be payable in full within 30 days of the Activation Date.
4.3 The Maintenance Fee is equal to 20% of the License Fee. The Maintenance Fees shall be payable the first time within 30 days of the Activation Date, and within 30 days of each anniversary of the Activation Date thereafter for the duration of this Contract.
4.4 The Fees are payable directly to NetGuardians.

5 HARDWARE

5.1 All Hardware or Non-Proprietary Programs that are required for the Solution shall be procured and operated by the End User at their sole risk and under their sole responsibility.
5.2 NetGuardians shall not be responsible for the procurement, installation, maintenance, proper functioning, replacement, upgrade, or any other activity in relation to the Hardware or Non-Proprietary Programs.
5.3 NetGuardians may decline to provide any support, maintenance or Related Services in relation to the Hardware or Non-Proprietary Programs components of the Solution. Any support, maintenance or Related Services provided by NetGuardians in relation to such a Hardware component is provided under the express understanding that NetGuardians provides no warranty and accepts no liability for the proper functioning of the Hardware or Non-Proprietary Programs save for willful intent or gross negligence on its part.

6 INSTALLATION AND UPDATES

6.1 The End User shall bear the full cost of the initial installation of the Solution and of the Software.
6.2 NetGuardians may provide updates to the Software from time to time. NetGuardians assumes no responsibility for the proper installation of updates other than making the updates available to the End User directly with appropriate instructions for installation. In particular, NetGuardians shall not be required to install an update where the End User should fail to do so for whatever reason. The installation of updates is not an activity included within the scope of the maintenance and support services that may be provided by NetGuardians pursuant to Article 8.

7 PROPRIETARY RIGHTS

7.1 The Software, including operating instructions and supporting documentation, and any copy thereof, is and shall remain the sole and exclusive property of NetGuardians.
7.2 All modifications, amendments and improvements brought to the Software shall be the sole and exclusive property of NetGuardians and shall be subject to the same level of protection as the Software itself under this Contract.

8 MAINTENANCE AND SUPPORT

8.1 First level support and maintenance services related to the Software are provided to the End User by the Reseller or NetGuardians in accordance with the software and maintenance contract.
8.2 NetGuardians shall deploy all commercially reasonable efforts to provide second level support and maintenance services related to the Software where the first level support is insufficient to resolve the issue.
8.3 If first and second level support are insufficient to resolve an issue, NetGuardians may provide third level support under terms and conditions to be determined between NetGuardians and the End User on a case-by-case basis.

9 OTHER SERVICES

9.1 NetGuardians may provide the End User with other services needed to adapt the Solution or the Software to the specific requirements of the End User.
9.2 The terms and conditions pursuant to which such other services shall be rendered by NetGuardians shall be determined between NetGuardians and the End User on a case-by-case basis. Unless expressly agreed otherwise, NetGuardians shall provide such services during working hours, i.e. Monday through Friday from 8:00am to 6:00pm CET.

10 WARRANTY AND LIABILITY

10.1 NetGuardians guarantees that the Software shall substantially conform to the Documentation. NetGuardians does not guarantee however that the Software is free from bugs, errors or omissions. This warranty covers the Software for a period of one (1) year following delivery of the Software to the End-User. To the maximum extent allowed by law, NetGuardians disclaims all other warranties including, but not limited to, any implied warranty to merchantability or fitness for a particular purpose, as well as any warranty relating to the Solution.
10.2 Under no circumstances shall NetGuardians be liable for any direct, indirect, incidental, consequential, pecuniary or non-pecuniary damages, costs, loss of revenue or profits, loss of data or any other claims arising out of or in connection with the use or operation by the End User, or the inability of the End User to use or operate the Software or the Solution.
10.3 Under no circumstances shall NetGuardians be held responsible for any damages affecting the IT environment of the End User due to the use or operation of the Solution or of the Software. The End User shall remain solely responsible for the interfacing of the Solution and of the Software with its IT environment and for the safety of its IT environment as well as of all the data processed by it.
10.4 No third party, including the Reseller, may make additional warranties on behalf of NetGuardians or modify the warranties as set out in this Article 10.
10.5 In any event, the liability of NetGuardians shall be strictly limited to the amount of the Maintenance Fees effectively paid by the End User for the year of use during which the damageable event occurred.

11 TERM AND TERMINATION

11.1 This Contract shall come into force as of the Effective Date for an initial term of two years as of the Activation Date.
11.2 This Contract shall renew automatically for terms of one year each unless either Party gives 60 days notice by registered post before the anniversary date of the Activation Date on which this Contract is due to expire.
11.3 Either Party may terminate this Contract for cause with immediate effect by notice by registered mail or express courier. A cause shall be deemed as given in particular, but by no way of limitation:
	(i) in the event that the other Party is in breach of its obligations hereunder and fails to remedy the breach within thirty days after written notice by the aggrieved Party, insofar as the breach is capable of remedy; or
	(ii) in the event that the other Party becomes insolvent, enters into compulsory or voluntary liquidation, or files for bankruptcy or a petition for moratorium, or is the object of such a filing by a third party.
11.4 NetGuardians may suspend performance or terminate this Contract with immediate effect by notice given by registered mail or express courier in the event that the End User fails to pay any License Fee or Maintenance Fee in full.

12 RESELLER EXPIRY OR TERMINATION

12.1 The expiry or termination of the Reseller Agreement shall not affect the term or termination conditions of this Contract.
12.2 NetGuardians shall immediately inform the End User of the expiry or termination of the Reseller Agreement.

13 END OF LICENSE

13.1 Upon suspension of its rights under this Contract or upon expiry or termination of this Contract pursuant to Article 11 or any other relevant statutory or contractual provision, the End User shall stop using the Software immediately.
13.2 Upon NetGuardians' request, the End User shall immediately remove the Software or cause the Software to be removed from any Hardware in the possession of the End User or used by or for the End User, including any backup copies of the Software.

14 MISCELLANEOUS

14.1 Assignment. Neither this Contract nor any right or obligation hereunder or interest herein may be assigned, transferred or otherwise delegated by the End User without the express prior written consent of NetGuardians.
14.2 Amendments. Changes, amendments and supplements to this Contract, including to this Article 14.2, must be made in writing and signed by both Parties. 
14.3 Severability. If any provision of this Contract is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the Parties to this Contract to the fullest extent possible. In any event, all other provisions of this Contract shall remain valid and enforceable to the fullest extent possible.
14.4 Entire Agreement. This Contract contains the entire agreement between the Parties relating to the subject matter of this Contract and supersedes all prior agreements, negotiations, correspondence, undertakings and communications of the Parties, whether oral or written, with respect to such subject matter. 
14.5 No Waiver. The failure of any of the Parties to enforce any of the provisions of this Contract or any rights with respect thereto shall in no way be considered as a waiver of such provisions or rights or in any way affect the validity of this Contract. The waiver of any breach of this Contract by any Party shall not operate to be construed as a waiver of any other prior or subsequent breach.

15 GOVERNING LAW AND ARBITRATION

15.1 This Contract shall be governed by Swiss substantive law, to the exclusion of conflict of laws provisions thereof.
15.2 Any dispute, controversy or claim arising out of or in relation to this Contract, including the validity, invalidity, breach or termination thereof, shall be settled exclusively by the courts of Geneva, Switzerland, subject to appeal to the Swiss Federal Tribunal

IN WITNESS WHEREOF, each of the Parties has caused this Contract to be executed by its duly authorized representatives.