NOTE: IF LICENSEE HAS SIGNED A SEPARATE SOFTWARE LICENSE AGREEMENTWITH REDSEAL, INC. FOR THE SOFTWARE COVERED BY THIS AGREEMENT, THE
TERMS OF SUCH SIGNED AGREEMENT SHALL GOVERN.
DEPENDING ON THE TYPE OF PRODUCT LICENSED TO LICENSEE, EITHER THE
TERM SOFTWARE LICENSE AGREEMENT OR THE PER USE CONSULTING
SOFTWARE LICENSE AGREEMENT WILL APPLY (“AGREEMENT”).
YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE DOWNLOADING,INSTALLING AND USING THIS PRODUCT, THE USE OF WHICH IS LICENSED BY REDSEAL, INC.
(“REDSEAL”) TO ITS LICENSEES FOR THEIR USE ONLY AS SET FORTH BELOW. DOWNLOADING,INSTALLING OR OTHERWISE USING ANY PART OF THE SOFTWARE OR DOCUMENTATION INDICATESTHAT YOU, ON BEHALF OF YOURSELF AND ANY ENTITY BY WHOM YOU ARE EMPLOYED OR FOR
WHOM YOU ARE USING THIS PRODUCT (“LICENSEE”) ACCEPT THESE TERMS AND CONDITIONS. YOU
REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT AND
THAT "YOU" AND "YOUR" WILL REFER TO THAT COMPANY OR ORGANIZATION. IF YOU DO NOTAGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT OR DO NOT HAVE THE AUTHORITY
SPECIFIED ABOVE, DO NOT DOWNLOAD, INSTALL OR OTHERWISE USE THE PRODUCTS, DO NOT CLICKON THE "I AGREE" OR SIMILAR BUTTON, AND IF YOU HAVE RECEIVED THE PRODUCTS ON PHYSICALMEDIA, RETURN THE ENTIRE UNUSED PRODUCT TO REDSEAL OR THE SUPPLIER WHERE YOUOBTAINED IT.

REDSEAL, INC.
TERM SOFTWARE LICENSE AGREEMENT
1.

DEFINITIONS

1.1“Authorized Users” means Licensee’s employees or contractors that are individually named and authorized by
Licensee to use the Software from time to time pursuant to this Agreement. Unless otherwise specified in an Order, thetotal Authorized Users at any time shall not exceed twenty five. Additional blocks of Authorized Users may be licensed
from RedSeal.
1.2"Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party")
disclosed to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or thatreasonably should be understood to be confidential given the nature of the information and the circumstances of
disclosure, including but not limited to the terms and conditions of this Agreement (including pricing and other terms),
the Software and the Documentation.
1.3"Documentation" means RedSeal’s standard published documentation accompanying the Products (asapplicable) identified in an Order and any Updates thereto, in any form or media provided.
1.4“Hardware” means the equipment specified in the Order, if any, onto which the Software is pre-installed.

1.5“Maintenance” means the services provided pursuant to Section 3.1.

1.6
“Open Source Software” means those third party software components identified in the Documentation which
are delivered with the Software or any Updates thereto, for which Licensee may have greater rights to use than thosespecified in this Agreement. Such additional rights, if any, are specified in the applicable license agreement
accompanying the Open Source Software or in the Documentation (“Open Source License”).
1.7“Order” means an Order which includes a description of specific Products and Professional Services to belicensed or purchased, the number of Permitted Configurations and Authorized Users, and the term of each license. All
Orders shall be governed by this Agreement unless Licensee has entered into a separate signed license agreement with
RedSeal. No terms and conditions on any Order which conflict with, are in addition to, or which modify this Agreement
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will be deemed part of this Agreement and such terms and conditions shall not be binding on RedSeal. Orders may besubmitted directly to RedSeal or via an approved RedSeal reseller.
1.8“Permitted Configurations” means either (i) for Enterprise Licensees, the number of network device
configurations on Licensee’s network which are permitted to be analyzed using the Software as specified in the Order(s).
Each Permitted Configuration is tied to a specific network device and may not be changed to or used with anothernetwork device except as expressly permitted in Section 2.1, or (ii) for Service Providers (“SP”) who purchase a
Reusable Device Subscription, the total number of network device configurations on the networks of the clients of such
SP for which the SP is providing RedSeal services to which are permitted to be analyzed using the Software as specified
in the Order(s). Such device licenses can be transferred to other SP clients upon completion of the delivery of the
RedSeal services to another client, so long as the total number of devices in use at clients does not exceed the number
licensed from RedSeal.
1.9“Products” means the Software, Hardware and Maintenance licensed or purchased by Licensee as specified inan Order.
1.10“Professional Services” means the services provided pursuant to Section 3.2 and as specified in an Order.

1.11"Software" means RedSeal’s proprietary software program(s) described in the applicable Order, in object code
form, and any Updates thereto.
1.12“Plugin” means RedSeal software modules that facilitate the Product’s ability to work with specific network
devices from various third party vendors.
1.13"STIG" means Security Technical Implementation Guides Module that Licensee may purchase and that areperiodically updated for Licensees with a current STIG Maintenance contract.
1.14"TRL" means Threat Reference Library that Licensee may purchase and that is periodically updated forLicensees with a current Maintenance contract.
1.15 “Updates” means maintenance releases and error corrections to the Software and/or Documentation which are
generally provided by RedSeal to customers receiving Maintenance at no additional charge. Updates do not include
releases, improvements, and enhancements for which RedSeal charges separately or extra as determined by RedSeal in
its sole discretion.
2.

LICENSES

2.1
License Grant. Subject to the terms and conditions of this Agreement, RedSeal hereby grants Licensee during
the term specified for such license in the Order, a personal, non-exclusive, non-transferable (except as specified herein)license, without the right of sublicense, to (i) install and have its Authorized Users use the Software for the Permitted
Configurations and (ii) to reproduce and use the Documentation, for Licensee’s internal business purposes only. The
Software may be used on the Hardware or on hardware which complies with the specifications for hardware set forth in
the Documentation.
For Enterprise Licensees, in the event that the network device on which a Permitted Configuration has beenused is retired from production use on an ongoing basis, Licensee may transfer its use of the Software to a new network
device for ongoing use. Otherwise, no other changes may be made to the network devices allocated for use of the
Software unless otherwise agreed upon in writing by RedSeal.
For SPs who purchase a Reusable Device Subscription, network device licenses can be transferred to other SP
clients upon completion of the delivery of the RedSeal services to another client, so long as the total number of devices in
use at clients does not exceed the number licensed from RedSeal.
Licensee may have greater rights to the Open Source Software as described in the applicable Open Source
License. To obtain a copy of the source code for the Open Source Software, please contact RedSeal. If more than thelicensed number of Authorized Users require use of the Software, additional blocks of Authorized Users may be licensed
from RedSeal.
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2.2.
Restrictions. Except for the limited license rights expressly granted in Section 2.1, RedSeal reserves all rights inand to the Software and Documentation. Except as expressly permitted herein, Licensee shall not (i) reproduce, modify,translate or create any derivative work of all or any portion of the Software or Documentation, (ii) sell, rent, lease, loan,
provide, distribute or otherwise transfer all or any portion of the Software or Documentation to a third party, (iii) reverse
engineer, reverse assemble or otherwise attempt to gain access to the source code of all or any portion of the Software(other than the Open Source Software) except to the extent expressly permitted by law, (iv) remove, alter, cover orobfuscate any copyright notices, trademark notices or other proprietary rights notices placed or embedded on or in the
Products; (v) unbundle any components of the Software; (vi) exceed the number of Authorized Users having use of the
Software; or (vii) cause or permit any third party to do any of the foregoing. In addition, Licensee shall not use theProducts for the benefit of any third party, including but not limited to as an application service provider, for third-party
training, or time-sharing or service bureau use. Notwithstanding the foregoing, Licensee may make a reasonable numberof copies of the Software for backup purposes provided that such copies shall include all copyright and other intellectual
property rights notices that appear on the original. If Licensee is a European Union (“EU”) resident, informationnecessary to achieve interoperability of the Software with other programs within the meaning of the EU Directive on the
Legal Protection of Computer Programs is available from RedSeal upon written request.
2.3
Subscription Licenses. In lieu of a perpetual license, Licensee may purchase an annual subscription license as
specified in the Order (“Subscription License”). All Subscription Licenses include Maintenance at no additional charge.
Licensee’s Subscription License will begin on the date the license key is issued for the Subscription License and willautomatically renew for an additional annual term (or such other period as specified in the Order) unless and until
Licensee terminates the Subscription License by providing RedSeal at least thirty (30) days written notice of Licensee’s
intent to terminate such Subscription License.
2.4
Audit. RedSeal reserves the right, upon reasonable prior notice to Licensee and during Licensee’s normal
business hours, to audit Licensee’s use of the Products to verify compliance with this Agreement. In the event that any
audit reveals noncompliance with this Agreement, including but not limited to use of the Products on other than the
Permitted Configurations or in excess of the number of Authorized Users, Licensee shall promptly pay RedSeal any
shortfall plus accrued interest and shall reimburse RedSeal the reasonable costs of such audit. This does not limit anyother remedies that RedSeal may have under this Agreement or otherwise.
3.

MAINTENANCE AND PROFESSIONAL SERVICES

3.1.
Maintenance. Maintenance for perpetual licenses may be purchased for one year terms (each a “MaintenanceTerm”). Provided Licensee has purchased Maintenance or has a Subscription License, RedSeal will provide theMaintenance specified in Exhibit A during the Maintenance Term or term of the Subscription License. If Licensee has
not renewed its Maintenance contract, then the License will still be valid but RedSeal will not provide Maintenance as
specified in Exhibit A. Hardware maintenance is available for annual periods not to exceed three years following date of
the Hardware purchase. RedSeal agrees to make Maintenance for Software available for at least three years following
the first delivery date of the particular Software to Licensee at RedSeal’s then current rates. If Licensee has purchased
Maintenance for an individual Product deployment under more than one service level (e.g. Basic for some network
devices and Premium for others), the lowest class of Maintenance purchased will govern support for such Productdeployment. If Licensee has staggered Maintenance renewal dates for network device licenses, then all licensed network
devices must be covered by a current Maintenance contract to obtain Maintenance from RedSeal.
3.2.
Professional Services. Licensee may order training, configuration and other Professional Services from RedSeal
from time to time. All materials created by RedSeal and all intellectual property rights created in connection with such
Professional Services shall be the sole property of RedSeal. The fees for all Professional Services shall be specified in
the applicable Order. Professional Services must be used within one year following the date of purchase or remaining
days will be forfeited.
4.

WARRANTY AND DISCLAIMER OF WARRANTY

4.1.
Limited Warranty. RedSeal warrants that (a) the Hardware and Software, as delivered, will perform
substantially in accordance with the applicable Documentation for a period of ninety days from the date of initial delivery
to Licensee and that any Maintenance and Professional Services shall be performed in a professional manner. RedSeal
makes no warranty that the operation of the Products will be uninterrupted or error-free, that the Products will meet
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Licensee’s requirements or that the Products will operate in combination with hardware or software not provided by
RedSeal. In the event that the Products or Professional Services do not conform with the above warranties, RedSeal’s
entire liability and Licensee’s sole remedy shall be for RedSeal to (i) with respect to Software, use its reasonable efforts
to correct any reproducible error confirmed by RedSeal; provided, however, that Licensee acknowledges that RedSeal
may not be able, and shall have no obligation, to correct all errors or (ii) with respect to Maintenance or and Professional
Services, re-perform such Maintenance or and Professional Services at no additional charge to Licensee. In the event the
Hardware does not conform to the above warranties, RedSeal’s entire liability and Licensee’s sole remedy shall be for
RedSeal to provide repaired or replacement Hardware to Licensee pursuant to RedSeal’s then current RMA process.
RedSeal’s warranty shall not extend to errors that result from: (i) Licensee’s failure to implement any Updates which areprovided by RedSeal; (ii) use of the Products other than in accordance with the Documentation; (iii) any alterations of or
additions to the Products performed by parties other than RedSeal; (iv) use of the Products in a manner for which they
were not designed or outside the scope of this Agreement; (v) accident, negligence, or misuse of the Products by any
party other than RedSeal; or (vi) combination of the Products with other products not supplied by RedSeal.
4.2.
Disclaimer of Warranties. EXCEPT AS EXPRESSLY SPECIFIED IN THIS SECTION 4, REDSEAL AND
ITS LICENSORS PROVIDE THE PRODUCTS AND PROFESSIONAL SERVICES “AS IS” AND EXPRESSLYDISCLAIM ANY WARRANTIES, TERMS OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, WITH RESPECT TO THE PRODUCTS, OR ANY PART THEREOF OR ANY PROFESSIONALSERVICES PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES,TERMS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,NONINFRINGEMENT, OR THOSE ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR
TRADE.
4.3.
Preproduction Releases. With Licensee’s consent, RedSeal may provide Licensee with a preproduction releaseof Products (often labeled "beta release") for evaluation purposes only. These releases are not suitable for productionuse. Such releases are provided on an "AS IS" basis and are not warranted.
4.4
Licensee Warranties. Licensee warrants that (i) it has the authority to enter into this Agreement and to comply
with its obligations hereunder and (ii) it shall at all times fully comply with all laws and regulations applicable withrespect to any use of the Products and Professional Services.
5.

LIMITATION OF LIABILITYREDSEAL AND ITS SUPPLIERS SHALL NOT BE LIABLE TO LICENSEE OR ANY THIRD PARTY FORANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDINGBUT NOT LIMITED TO LOSS OF USE, LOSS OF REVENUE OR ANTICIPATED PROFITS, BUSINESSDISRUPTION, LOST BUSINESS, OR DAMAGE TO SYSTEMS, DATA, OR PROGRAMS ARISING OUT OF THISAGREEMENT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIABILITY OF REDSEALAND ITS SUPPLIERS HEREUNDER SHALL IN NO EVENT EXCEED THE FEES PAID BY LICENSEE FOR THE
PRODUCTS. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, WHETHER IN CONTRACT, TORT(INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. THIS DISCLAIMER OF LIABILITY WILLNOT BE AFFECTED IF ANY REMEDY PROVIDED HEREIN FAILS OF ITS ESSENTIAL PURPOSE AND SHALLAPPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. BECAUSE SOME JURISDICTIONS DO NOTALLOW THE EXCLUSION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE
FOREGOING LIMITATION MAY NOT APPLY TO LICENSEE.
6.

PROPRIETARY RIGHTSThe Software and Documentation are licensed, not sold. All right, title, and interest in and to the Software andDocumentation and in any ideas, know-how, and programs which may be developed by RedSeal in the course ofproviding Maintenance or Professional Services, including any enhancements or modifications and all intellectual
property rights embodied therein, (other than Licensee’s Confidential Information) will at all times remain the property
of RedSeal or its licensors. Licensee hereby acknowledges that the Products are protected by the copyright laws andother laws pertaining to intellectual property and proprietary rights in the United States and other countries. Licensee isaware that this Agreement confers only the right to use the Products while this Agreement and the specified licenses arein effect. It does not convey any rights of ownership in or to the Software or Documentation.
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7.

CONFIDENTIALITY

7.1.
Treatment of Confidential Information. Receiving Party will protect the Confidential Information of Disclosing
Party with the same degree of care as it uses to protect its own Confidential Information of like kind, but in no event withless than a reasonable degree of care. Receiving Party will not use or disclose Disclosing Party’s Confidential
Information except as permitted in this Section or for the purpose of performing obligations under the Agreement. The
Confidential Information may be disclosed only to employees or contractors of Receiving Party with a "need to know"
and who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information
for any purpose, except as set forth herein. Receiving Party shall have appropriate written agreements with any such
employees or contractors sufficient to permit compliance with the provisions of this Agreement. Receiving Party may
disclose the Disclosing Party’s Confidential Information to the extent such disclosure is required by order or requirementof a court, administrative agency, or other governmental body, provided that the Receiving Party provides prompt written
notice thereof to the Disclosing Party (to the extent legally permitted) and assistance to enable the Disclosing Party toseek a protective order or otherwise prevent or restrict such disclosure. The confidentiality obligations of each party willsurvive expiration or termination of the Agreement for a period of three (3) years.
7.2.
Exclusions. Confidential Information does not include information that (a) is or becomes publicly available
through no act or omission of the Receiving Party; (b) the Disclosing Party discloses to third parties without restriction
on disclosure; (c) is disclosed to the Receiving Party by a third party without restriction on disclosure and without breachof a nondisclosure obligation; (d) is independently developed by the Receiving Party without use of the Confidential
Information of the Disclosing Party; or (e) is previously known to the Receiving Party without nondisclosure obligations
as evidenced by written records.
7.3.
Injunctive Relief. It is understood and agreed that notwithstanding any other provision of this Agreement, abreach by either party of Section 7 of this Agreement may cause the other party irreparable damage for which recovery ofmoney damages might be inadequate, and that the other party shall therefore be entitled to seek timely injunctive relief,
without posting bond, to protect such party’s rights under this Agreement in addition to any and all remedies available atlaw.
7.4
Return of Confidential Information. On Disclosing Party’s written request or upon expiration or termination ofthis Agreement for any reason, the Receiving Party will promptly return or destroy, at Disclosing Party’s option, allConfidential Information of Disclosing Party in any form or media and provide a written statement to Disclosing Party
certifying the return or destruction of such Confidential Information.
8.

INTELLECTUAL PROPERTY RIGHT INDEMNITY

RedSeal shall defend or settle, at its option, any action brought against Licensee and its officers, directors andemployees, to the extent it is based on a claim that the Software as delivered to Licensee infringes any (a) copyright,
trademark or trade secret of a third party or (b) patent enforceable within the United States or Canada. RedSeal will pay
resulting costs and damages (including reasonable legal fees) finally awarded against Licensee in such action which are
attributable to such claim. Licensee agrees that RedSeal shall be released from the foregoing obligation unless Licensee
provides RedSeal with (i) prompt written notice of any such claim or action, (ii) sole control and authority over the
defense or settlement of such claim or action, and (iii) proper and full information and assistance to settle and/or defend
any such claim or action at RedSeal’s expense. Should any Software become, or in RedSeal’s opinion be likely to
become, the subject of such a claim, or in the event RedSeal wishes to minimize its potential liability hereunder, RedSeal
shall, at its option and expense: (i) procure for Licensee the right to use the Software as provided herein, (ii) replace theSoftware with non-infringing, functionally equivalent software; (iii) suitably modify the Software so that it is not
infringing; or (iv) accept return of the Software and refund the fees paid for such Software to Licensee, as amortized overa three (3) year period on a straight line basis. RedSeal shall have no obligation with respect to any claim, action orproceeding arising in whole or in part from (a) modification of the Products by anyone other than RedSeal, (b) use of the
Software in combination or conjunction with any equipment, data, devices or software not provided by RedSeal where in
the absence of such combination the Software would not have been infringing, (c) use of the Software in a manner otherthan for which it was intended or outside the scope of this Agreement, or (d) use of other than the then-most current
release of the Software or if such infringement or claim would have been prevented by the use of such current release.

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THE PROVISIONS OF THIS SECTION 8 SET FORTH REDSEAL’S SOLE AND EXCLUSIVE OBLIGATIONS, AND
LICENSEE’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF
INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.

9.

TERM AND TERMINATION.

9.1.
Term. This Agreement shall continue in effect until terminated. Subscription Licenses will expire on the datespecified for expiration in the Order. Perpetual licenses will remain in effect unless terminated pursuant to this Section 9.
9.2.
Termination by RedSeal. RedSeal will have the right to terminate this Agreement or a particular license granted
hereunder if Licensee fails to perform any material obligation under this Agreement and fails to cure such breach within
thirty days after notice of breach is given. In addition, RedSeal may terminate this Agreement or any license upon
written notice to Licensee in the event Licensee: (i) ceases to function as a going concern or to conduct operations in thenormal course of business, or (ii), has a petition filed by or against it under any state, federal or national bankruptcy or
insolvency law, which petition has not been dismissed or set aside within sixty days of its filing.
9.3.
Termination by Licensee. Licensee may terminate this Agreement or any license at any time. In no event shallLicensee be entitled to a refund of any fees paid in connection with such termination for convenience.
9.4.
Effect of Termination or Expiration. Except as otherwise provided herein, upon termination or expiration of any
license or this Agreement, Licensee shall immediately cease using the Confidential Information and Products provided
under such license, and within five (5) days thereafter, return to RedSeal at Licensee’s expense or at RedSeal’s request,
destroy all copies of the Confidential Information and Products (including copies in any storage media), and provide
written confirmation thereof. This requirement applies to all copies in any form, partial or complete, and whether or not
merged into other materials.
9.5.
Survival. The following obligations will survive termination of this Agreement for any reason: Sections 2.2,
2.4, 4.2, 5, 6, 7, 8, 9, 11 and 12
10.

PUBLICITY.

Licensee agrees that RedSeal may identify Licensee as a customer of RedSeal in all marketing materials and on the
RedSeal website.
11.
PRICE AND PAYMENT. The provisions of this Section 11 apply only to the extent that Licensee is placing
an Order directly with RedSeal and does not apply to Orders placed via a RedSeal reseller.
11.1
Fees. Licensee agrees to pay RedSeal the fees set forth in the applicable Order. All prices are in U.S. Dollars(except Japanese orders which are in Yen) and are exclusive of any applicable taxes, levy, tariff and customs duty and are
nonrefundable except as specified herein. All payments are due within thirty days of issuance of the invoice. Latepayments will bear interest at the rate of 1.5% per month, or at the highest rate allowed by law, whichever is less.
11.2
Taxes. The fees specified in the Order do not include and Licensee shall be responsible for payment of all
applicable national, state, provincial and local taxes, value added or sales taxes, levies and assessments, except for taxes
based upon RedSeal’s income and any penalties, interest and collection or withholding costs associated with any of theforegoing items. If RedSeal has the legal obligation to pay or collect taxes for which Licensee is responsible under thissection, the appropriate amount shall be invoiced to and paid by Licensee unless Licensee provides RedSeal with a valid
tax exemption certificate authorized by the appropriate taxing authority. If applicable law requires Licensee to withhold
any income taxes levied by any country on payments to be made pursuant to this Agreement, Licensee shall (i) effectsuch withholding, remit such amounts to the appropriate taxing authorities and promptly furnish RedSeal with tax
receipts evidencing the payments of such amounts, and (ii) ensure that the sum payable by Licensee upon which the
deduction or withholding is based is increased to the extent necessary to ensure that, after such deduction or withholding,
RedSeal receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount
RedSeal would have received and retained in the absence of such required deduction or withholding.
11.3
Expenses. Actual and reasonable travel and living expenses incurred by RedSeal for any Professional Services
ordered by Licensee will be billed to Licensee.
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11.4
Shipment. When physically shipped to Licensee, shipments will be made Ex Works (Incoterms 2000),
RedSeal’s shipping dock. Licensee will pay all costs relating to transportation, delivery and insurance and will bear therisk of loss while materials are in transit. Normal delivery of the Software and Documentation will be through electronic
download.
12.

GENERAL

12.1.
Assignment. This Agreement may not be assigned by Licensee, by operation of law or otherwise, without theprior written consent of RedSeal.
12.2.
Governing Law. This Agreement is governed, construed, and enforced in accordance with the laws of the Stateof California, without reference to conflict of laws principles. The United Nations Convention on Contracts for theInternational Sales of Goods and the Uniform Computer Information Transactions Act (UCITA) are specifically
excluded.
12.3.
Jurisdiction. The courts within the Northern District of California shall have jurisdiction to adjudicate any
dispute arising out of this Agreement. Each party hereto expressly consents to the personal jurisdiction of, and venue in,such courts.
12.4.
Legal Expenses. In any action to enforce this Agreement, the prevailing party shall be entitled to seek recoveryof all court costs and reasonable attorneys’ fees incurred, including such costs and attorneys’ fees incurred in enforcing
and collecting any judgment.
12.5.
Severability. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, thenthe remaining provisions shall nevertheless remain in full force and effect. The parties further agree to negotiate in goodfaith a valid and enforceable provision that most nearly affects the parties' intent and to be bound by the mutually agreed
substitute provision.
12.6.
Amendment and Waiver. Except as otherwise expressly provided herein, any provision of this Agreement may
be amended or modified and the observance of any provision of this Agreement may be waived (either generally or any
particular instance either retroactively or prospectively) only with the written consent of both parties. The failure ofeither party to enforce at any time any of the provisions of this Agreement shall not be deemed to be a waiver of the rightof such party thereafter to enforce any such provisions.
12.7. Force Majeure. Except for the obligation to make payments, neither party shall be responsible for any delay inits performance due to causes beyond its reasonable control.
12.8.
Relationship of the Parties. The parties agree and acknowledge that the relationship of the parties is in thenature of an independent contractor. This Agreement shall not be deemed to create a partnership or joint venture andneither party is the other’s agent, partner, employee, or representative. Neither party shall have the right to obligate orbind the other party in any manner whatsoever, and nothing herein shall give or is intended to give any rights of any kindto third persons.
12.9.
Export and Government Rights. Licensee acknowledges and agrees that the Products and related technology
subject to this Agreement are subject to the export control laws and regulations of the United States, Japan, the European
Union and other countries including U.S. embargo and sanctions regulations and prohibitions on export for certain end
uses or to certain users. Licensee agrees to comply with all such laws and regulations. Licensee shall ensure that theProducts and related technology are not (1) sold, transferred or diverted to any U.S. or E.U. sanctioned or embargoedcountry (including, but not limited to, Cuba, Iran, Sudan and Syria), unless authorized by U.S. export license or
regulation; (2) sold, transferred, or diverted to any person, firm, or other entity listed in the U.S. Department ofCommerce Denied Persons List or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals List,
the U.S. Department of State’s Debarred Parties listing, or any E.U. or local country listing of sanctioned persons;(3) sold, transferred, or diverted to any nuclear weapons, nuclear power, nuclear research, chemical/biological weapons,or missile/rocket technology end-user or end-use; or (4) sold, transferred, or diverted in violation of any other applicable
import/export laws, regulations, licenses, or government orders. Licensee is responsible for obtaining any licenses toexport, re-export, transfer or import the Products. Licensee shall promptly advise RedSeal in writing of any known orsuspected sale, transfer, or diversion in violation of the foregoing. The obligations of this Section as to these laws shallsurvive any termination of this Agreement.

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12.10 Government Rights The Software and Documentation are deemed to be “commercial computer software” and“commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR
Section 12.212(b), as applicable. Any use, modification, reproduction, release, performing, displaying, or disclosing of
the Software or Documentation by the U.S. Government or other government entity shall be governed solely by the termsof this Agreement.
12.11. Language. The original of this Agreement is in English and Licensee waives any right to have it written in any
other language. Section headings are for convenience only.
12.12. Notices. Any notice required or permitted to be given under this Agreement shall be in writing via first classmail, postage prepaid, certified or registered mail or overnight courier, address to RedSeal as follows: RedSeal, Inc., 940
Stewart Drive, Suite 101, Sunnyvale, CA 94085, Attn: Chief Financial Officer, 408-641-2200.
12.13. Entire Agreement. This Agreement and any exhibits attached hereto, as well as applicable Orders, constitute theentire, final, exclusive agreement between the parties and supersede all previous agreements or representations, oral or
written, relating to this Agreement except to the extent that Licensee has executed a separate End User Software License
Agreement with RedSeal for the Products. Licensee acknowledges having read the terms and conditions set forth in thisAgreement, understands all its terms and conditions, and agrees to be bound thereby.

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Exhibit A –RedSeal MaintenanceIn consideration of Licensee’s purchase of Maintenance, RedSeal shall perform the following Maintenance during
the applicable Maintenance Term. The Maintenance Term is the term for which Licensee has ordered Maintenance as
specified in the Order.
1.

MAINTENANCE.

1.1 Error Correction. For purposes of this Exhibit A, “Error” means a nonconformity in the Software whichcauses the Software to not substantially conform to the applicable Documentation and “Error Correction” means
additional or replacement code of the Software or a workaround solution provided by RedSeal to remedy an Error.
RedSeal will use commercially reasonable efforts to correct any Errors in the Software in accordance with the priority
assigned by RedSeal in its discretion. RedSeal will provide services directly to the Licensee’s Technical Contact(s).
1.2 Licensee Assistance. Licensee will provide RedSeal with information in Licensee’s possession as reasonably
necessary to allow RedSeal to duplicate the Error.
1.3 Licensee Technical Contact. Licensee will designate on the applicable Order technical contact persons(“Licensee Technical Contacts”) who will receive all Error Corrections, Updates, correspondence and othercommunications concerning the Software. The Licensee Technical Contacts may be changed from time to time upon
written notice to RedSeal.
1.4 Supported Versions.
months.

RedSeal will provide Maintenance only for Software released during the prior 12

1.5 Technical Support. RedSeal will provide Technical Support service in English, via telephone, web based
Support Portal, and email to the Licensee Technical Contacts. Assistance will be available during published Support
Hours consistent with the Maintenance level purchased. RedSeal will use commercially reasonable efforts to meet theinitial response times set forth below from the time an inquiry is received by the appropriate RedSeal contacts during the
Support Hours.
MAINTENANCELEVELSUPPORT HOURS

INITIAL SUPPORTRESPONSE TIMEHARDWARE
REPLACEMENT

Basic Maintenance

Mon–Fri 6am - 6pm
Pacific Time

4 hours

5 Business Days

Premium Maintenance

Mon–Sun 24 hours

1 hour2 Business Days

Licensee must have a current Maintenance contract on all licensed Products in order to receive Technical Support
services for any of the licensed Products. RedSeal reserves the right to change support hours and response times at thetime of Maintenance renewal.
1.6 Limitations. RedSeal will have no obligation for the correction of Errors that result from: (i) Licensee’s failure
to implement any Updates which are provided by RedSeal; (ii) use of the Products other than in accordance with theDocumentation; (iii) any alterations of or additions to the Products performed by parties other than RedSeal; (iv) use of
the Products in a manner for which they were not designed or outside the scope of this Agreement; (v) accident,
negligence, or misuse of the Products by any party other than RedSeal; or (vi) combination of the Products with otherproducts not supplied by RedSeal. In addition, RedSeal is not obligated to correct Errors that cannot be remedied due tothe hardware on which the Software is operated if such hardware does not meet the minimum systems requirements
specified in the Documentation. If RedSeal agrees to remedy any errors or problems not covered by the terms of thisAgreement, RedSeal will invoice Licensee, and Licensee will pay RedSeal, for all such work performed at RedSeal’s
SHRINKWRAP EULA V6.0

© 2006-2015 RedSeal, Inc. All rights reserved

FEB 9, 2015

then-current time and materials charges. Licensee acknowledges that RedSeal is under no obligation to provide
Maintenance with respect to any Hardware or any Software for which Licensee does not have a valid license.
2.
Software Releases. So long as the customer has a current Maintenance contract for all licensed network
devices, RedSeal will make available via electronic delivery to Licensee Updates and Documentation relating thereto,when ready for commercial release. Unless otherwise agreed, such materials will be made available to the Licensee
Technical Contacts via the RedSeal Support Portal
3.
Hardware. If Licensee has purchased separate Hardware Maintenance, Licensee may contact RedSeal to report
a malfunction in the Hardware, and to obtain a Return Material Authorization (“RMA”). Replacement units will beshipped in accordance with the Maintenance level purchased by Licensee (Basic / Premium). After receiving anapproved RMA from RedSeal, Licensee must ship the defective Hardware, which must be clearly identified with its
RMA and with any requested documentation, to the address provided by RedSeal. Any Hardware damaged during return
shipment due to improper packing will not be covered by Maintenance. Defective Hardware must be returned to
RedSeal within fifteen days following issuance of the RMA or Licensee will be billed for the replacement Hardware at
RedSeal’s then current list price. If the Hardware defect is found by RedSeal to be caused by one of the events specified
in Section 1.6, then repairs and/or replacement will be billed to Licensee’s account at RedSeal’s then-current rates.
4.
Plugins. Updated Plugins will be published to the RedSeal Support Portal upon commercial release. Plugin
updates may only be downloaded and applied to licensed Software so long as the Licensee has a current Maintenancecontract.
5.
STIGs. Updated STIGs will be published to the RedSeal Support Portal on a regularly scheduled basis. STIG
updates may only be downloaded and applied to licensed Software so long as the Licensee has a current STIG
Maintenance contract.
6.
TRLs. Updated TRLs will be published to the RedSeal Support Portal on a regularly scheduled basis. TRL
updates may only be downloaded and applied to licensed Software so long as the Licensee has a current Maintenancecontract.

SHRINKWRAP EULA V6.0

© 2006-2015 RedSeal, Inc. All rights reserved

FEB 9, 2015