AlertEnterprise, Inc.
Standard Software End User License Agreement

PLEASE READ THIS END USER LICENSE AGREEMENT ("AGREEMENT").

DEFINITIONS

"ALERT" shall mean AlertEnterprise, Inc.

"ALERT Technology" shall mean the Software and any and all improvements or derivative works thereof, technology, trade secrets and other intellectual property exclusively owned or controlled by ALERT, excluding End User Technology.

"Authorized Users" shall mean those parties authorized by End User to access the Software and is restricted to End User’s employees and Business Third Parties.

"Business Third Parties" shall mean any third party, including service providers, consultants, systems integrators and the like, whose work for End User requires access to the ALERT Software (for End User’s internal business purposes) on End User’s premises or authorized offsite location and who are not direct competitors of ALERT.

"End User" shall mean the party entering into this Agreement with ALERT.

"End User Technology" shall mean information, software, data files, materials, technology, trade secrets and other intellectual property exclusively owned or controlled by End User, excluding ALERT Technology.

"Identities" or "Identity" shall mean a unique identifier managed by the Software that corresponds to an individual, for example, a visitor, contractor, tenant, vendor, etc.

"Maintenance Services" shall mean the support services provided under ALERT’s Maintenance Services Program ordered by End User pursuant to the ALERT’s Standard Maintenance Service Term attached as Schedule 1. Pursuant to the terms of the Maintenance Service Terms, once "New Releases" to the Software are delivered to End User, said "New Releases" shall be deemed "Software" and subject to the terms and conditions of this Agreement.

"Order" shall mean a separate ordering document between End User and Alert or an ALERT authorized reseller.

"Renewal Period" means each 12 month period (or such other period as the parties may agree in an Order) following expiration of the initial Subscription Term.

"Server(s)" shall mean the authorized number of Server(s) licenses End User is authorized to use and load the Software as indicated in an Order and pursuant to the terms and conditions of this Agreement.

"Software" shall mean a machine executable copy of the object code of the ALERT proprietary software products which are licensed to End User (for example, the ALERT "Guardian Physical or Logical Identity and Access Management Solution"), including any related user manuals and documentation.

"Start Date" shall mean the date when ALERT delivers the license key for the Software under the initial Order.

"Subscription Term" shall mean the subscription term provided on the applicable Order commencing on the Start Date and will continue until the end of the subscription term provided in the initial Order and include any additional Renewal Period. Unless otherwise provided in the underlying Order the Subscription Term shall be annual.

LIMITED LICENSE GRANT

Subject to payment of all applicable fees and the terms and conditions of this Agreement, ALERT grants to End User during the Subscription Term, a nonexclusive, nontransferable (other than as set forth in this Agreement), non-sublicensable, worldwide right solely for End User’s internal business operations and solely for the authorized number of Identities and/or authorized number of Server(s) listed in the applicable Order, to use, operate, install or have installed the Software on the applicable number of Server(s) as specified in the applicable Order.

LICENSE RESTRICTIONS

Except as expressly permitted under this Agreement, End User shall not: Except as expressly permitted under this Agreement, End User shall not: (i) distribute, disseminate, sublicense, copy, modify, reverse engineer, decompile, translate, dissemble or create a source code equivalent of the Software or allow others to do so, (ii) use the Software to provide software application services, time-sharing or service bureau services to third parties, (iii) combine, commingle, or integrate any Software with open source software or incorporate open source software into any Software that may add any additional open source software requirements, obligations, or licensing terms to the Software, (iv) disclose to any third party any results of benchmarking or other testing generated in connection with End User’s use of Software, including without limitation any comparisons of the Software with any other products, (v) provide a third party with a copy of or access to the Software (except as expressly permitted by this Agreement), (vi) disclose any ALERT trade secrets or Confidential Information or (vii) use or allow use of the Software in violation of any applicable law or regulation or to support any illegal activity.

FTP USAGE POLICY

The FTP service provided by AlertEnterprise is **strictly for data transfer purposes only**. Users are not permitted to use FTP as a long-term storage solution. Any data stored on the FTP server is **temporary** and may be subject to **automatic deletion** without prior notice.

The IT team is not responsible for storing, backing up, or recovering files that are uploaded to the FTP server. Users must **immediately download** the transferred files to their appropriate systems and ensure they are stored securely.

By using the FTP service, you acknowledge and agree that:

• FTP is only meant for **file transfer** between internal and external parties.
• Files should not be stored on the FTP server beyond the intended transfer period of 15 days. After this period, files may be automatically deleted without prior notice."
• AlertEnterprise reserves the right to remove any files at its discretion.

Any misuse of the FTP service, including unauthorized data storage, may result in access restrictions or other corrective actions as deemed necessary by AlertEnterprise.

COPIES AND PROPRIETARY NOTICES

End User may make one (1) copy of the Software solely for backup and archival purposes. End User shall reproduce all proprietary markings, trademark and copyright notices onto all full or partial copies of the Software made by End User. No right or license, express or implied, is granted hereunder for the use of any of ALERT or ALERT Affiliates trade names, service marks or trademarks (collectively "Marks"). All rights not expressly granted under this Agreement are reserved by ALERT. There are no implied rights granted herein.

PROFESSIONAL SERVICES

End User’s license of the Software is not dependent upon ALERT’s provision of any professional services (e.g.: installation, integration or implementation of the Software). In the event ALERT performs professional services, the fees, time of performance, deliverables, training and any other special terms and conditions shall be described in a separate mutually agreed to statement of work.

EVALUATION LICENSE

ALERT may make certain Software available in object code form to End Users only for evaluation, training or other limited non-commercial purposes ("Evaluation License"). Where ALERT has provided an Evaluation License, all of the terms of this Agreement shall apply except that (i) End User’s license rights shall be limited to the evaluation of that Software during the term of the applicable evaluation period, and (ii) ALERT shall have the right to revoke the license to the Software at any time and for any reason.

RESERVATION OF RIGHTS

The ALERT Software is protected by copyright, including U.S. Copyright Law, patents, other intellectual and industrial property rights, international treaty provisions and applicable laws in the country where used and the Third Party Software is subject to applicable licensing. All ALERT Technology and related documentation is the intellectual property of and is owned by ALERT and its suppliers. ALERT, or, where applicable, its suppliers retain title to all portions of the ALERT Technology and any full or partial copies thereof and End User shall retain title to all portions of the End User Technology and any portions thereof. The ALERT proprietary Software may contain open source components which are licensed to End User under the applicable open source licenses by open source components licensees ("Open Source Components") and the ALERT Software may also include proprietary software components from other vendors under applicable licenses (collectively with the Open Source Components the "Third Party Software"). Except for the Open Source Components, all use of ALERT source code is expressly prohibited by the End User and all Authorized Users under this Agreement. End User agrees and acknowledges that End User (a) has reviewed and understands the Third Party Software licenses and notices posted at http://www.alertenterprise.com/docs/3rdpartycomponents.html and (b) shall abide at all time by the terms of any and all of the applicable Third Party Software licenses and notices. Additionally, End User agrees and acknowledges that the Software consists of Third Party Software and that accordingly (i) ALERT makes no representation that any component in the Software shall be error free and (ii) except as otherwise expressly provided herein, nothing in this Agreement shall be taken as imposing a requirement upon ALERT to correct any errors otherwise make any improvements to any of the Third Party Software. End User acknowledges that any breach of its obligations with respect to the proprietary rights of the ALERT may cause ALERT irreparable injury, for which there may be inadequate remedy at law and, therefore, ALERT will be entitled to seek equitable relief in addition to all other rights and remedies available to it.

AUTHORIZED USERS

In the event End User allows Authorized Users to use or access the Software such use shall be subject to the terms of this Agreement, and End User accepts full responsibility for the acts or omissions of Authorized User. End User shall indemnify ALERT against losses or damages suffered by ALERT arising from any misuse of the Software) by any party accessing the Software under End User’s account. End User is entirely responsible for any and all activities that occur under End User’s account and all charges incurred from use of the ALERT Technology accessed with an Authorized User’s user name and password.

This Agreement is not intended to and shall not be construed to give any third party any interest or rights (including, without limitation, any third party beneficiary rights) with respect to or in connection with the license provided to End User herein. If End User wishes to provide access to the Software to End User Affiliates(s) such End User Affiliate shall enter into a separate purchasing agreement with ALERT prior to accessing or using the Software.

BACKUP/DISASTER RECOVERY LICENSE

In the event End User licenses a backup/disaster recovery Software license, ALERT hereby grants to End User a nonexclusive, nontransferable (other than set forth in this Agreement), non-sublicensable right solely for its internal business operations to install only the corresponding number of Software licenses listed in an Order solely for fail over purposes and only during times when the main Software running on the authorized Server is inoperative.

SOFTWARE TRANFER

Following the full payment of the licensing fees (as indicated in the applicable Order) to ALERT or the authorized ALERT reseller, End User may transfer the Software from one Server to another, so long as End User provides ALERT with ten (10) days prior written notice and End User is responsible for the cost of any migration tools, additional third party software or Software or services required to transfer to the new Server and End User deletes the Software from the Server no longer in use. The Software transfer shall not exceed the authorized number of licensed Server(s) and/or licensed Identities, whichever is applicable.

REASONABLE CONTROLS AND AUDIT

End User agrees to implement reasonable controls to ensure compliance with the intended use of the ALERT Technology authorized by this Agreement. ALERT reserves the right to perform a compliance audit of End User’s use of the Software and exact number of Identities, and/or Server(s), at any time during End User’s normal business hours, upon reasonable written notice and at ALERT’s expense.

WARRANTY

ALERT warrants for a period of sixty (60) days after delivery of the Software that (i) the media on which each copy of the Software is furnished will be free of defects in materials, and (ii) the Software will operate substantially in accordance with ALERT’s published specifications. For any breach of this warranty, ALERT will promptly repair or replace any defective media or Software, which fails to comply with such warranty. In the event ALERT is unable to repair or replace the Software, the applicable Software license fees paid by End User upon the return of the nonconforming Software, will be refunded. The above is End User’s sole and exclusive remedy and ALERT’s sole and exclusive obligation and liability for breach of the Software product warranty.

No warranty will apply if the Software (i) has been altered, except by ALERT, (ii) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by ALERT in the applicable documentation, or (iii) has been subjected to unreasonable physical, thermal or electrical stress, misuse, negligence, or accident. End User is solely responsible for assessing the suitability of the ALERT Software for use in particular applications and for backing up its programs and data to protect against loss or corruption.

EXCEPT AS SET FOR ABOVE, ALERT AND ITS THIRD PARTY SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY AS TO ANY ASPECTS OF THE SOFTWARE, THIRD PARTY SOFTWARE OR TO ANY SERVICES RENDERED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT, EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY DISCLAIMED. ALERT DOES NOT WARRANT THE OPERATION OF THE SOFTWARE AND/OR OR SERVICES OR THIRD PARTY SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.

LIMITATION OF LIABILITY

IN NO EVENT SHALL ALERT OR ITS SUPPLIERS HAVE ANY LIABILITY TO END USER FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE ARISING FROM OR ASSOCIATED IN ANY WAY WITH THE SOFTWARE OR THIRD PARTY SOFTWARE OR SERVICES, EVEN IF ALERT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES AGREE TO THE ALLOCATION OF LIABILITY RISK, WHICH IS SET FORTH IN THIS SECTION. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF CERTAIN DAMAGES, AND AS A CONSEQUNECE SOME OF THE ABOVE LIMITATION MAY NOT APPLY TO END USER. IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF ALERT, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, SUPPLIERS OR LICENSORS WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNTS ACTUALLY PAID TO ALERT BY END USER FOR THE SOFTWARE THAT IS THE SUBJECT OF SUCH CLAIM IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE WHEN NOTICE OF SUCH CLAIM WAS PROVIDED HEREUNDER. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE ABOVE-STATED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO END USER. IN SUCH A CASE THE FOREGOING LIMITATION WILL BE APPLIED TO THE GREATEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW.

MAINTENANCE AND SUPPORT

End User may purchase Maintenance Services for Software pursuant to an Order. Subject to payment, and unless otherwise provided in an Order, the term for the initial period of Maintenance Services for the Software is one (1) year from date of delivery of the Software plus, if applicable, the number of days remaining following the one (1) year date to the end of the then current calendar quarter, (collectively "Initial Maintenance Services Term"). Subsequent renewal Maintenance Services term(s) for the Software will automatically renew and commence at the expiration of the prior Initial Maintenance Services Term and continue for one (1) year terms thereafter, unless terminated pursuant to the terms of this Agreement. End User may terminate any Software license at any time upon written notice and return of the Software to ALERT; however, ALERT has no obligation to return any of the Software fees to End User. With the exception of the Initial Maintenance Services Term (which may not be terminated), End User may terminate any subsequent Maintenance Services upon sixty (60) prior written notice to ALERT.

CONFIDENTIALITY

End User agrees that the ALERT Technology including, without limitation, the specific design and structure of individual Software, workflow, and programs, constitute trade secrets and/or copyrighted material of ALERT. End User shall not disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of ALERT. End User shall implement reasonable security measures to protect such trade secrets and copyrighted material. End User must take security measures sufficient to reasonably safeguard the licensed Software from theft or from access by persons other than End User’s authorized employees or agents.

TERMINATION

This Agreement is effective until terminated. End User may terminate the license grant in this Agreement at any time by destroying all copies of Software. End User’s license rights under this Agreement will terminate immediately, without notice from ALERT if End User fails to comply with any provision of this Agreement.

ASSIGNMENT

End User may not assign its rights or obligations under this Agreement without the prior written consent of ALERT. ALERT may freely assign its rights and obligations under this Agreement. Any attempted assignment in derogation of this Section will be null and void.

GOVERNING LAW

This Agreement shall be governed and construed by the laws of the State of California, excluding its conflict of law rules.

ENTIRE AGREEMENT

This Agreement, together with the attached Schedule constitutes the entire agreement between the parties regarding End User use of the ALERT Technology. No purchase orders, other ordering documentation, email or any hand written or typewritten text which purports to modify or supplement this Agreement shall add to or vary the terms and conditions of this Agreement. This Agreement replaces and supersedes any prior verbal understanding, written communications or representations made by the parties regarding the subject matter contained in this Agreement.

COMPLIANCE

End User will comply with all applicable laws and regulations in its use of the ALERT Technology and Third Party Software. End User may not export, re-export or otherwise transfer the ALERT Technology or Third Party Software except in full compliance with all applicable laws and regulations, including but not limited to the U.S. Export Administration Act and Regulations.

GENERAL

ALERT shall not be liable for any failure to perform due to causes beyond its reasonable control. The failure to enforce any right will not be deemed a waiver of such or any other right, including the right to enforce a subsequent breach of the same obligation. In the event that any part of this Agreement is found to be unenforceable, the remainder shall continue in effect and such part shall be changed and interpreted so as to best accomplish the objectives of such part to the extent permissible by law and consistent with the intent of the parties as of the Effective Date. The parties are independent contractors and this Agreement will not be construed as a teaming agreement or joint venture.

ALERT reserves the right to modify these terms of this End User License Agreement at any time, in its sole discretion, with or without notice to the End User. Any such modification will be effective immediately upon public posting.

1. DEFINITIONS:

   "Business Day" shall mean Monday through Friday, excluding major holidays.

   "Business Hour" shall mean an hour between 8:00 a.m. to 5:00 p.m. local time on a Business Day.

   "Case" shall mean a report sent by End User to the TSO regarding an Error.

   "Error" shall mean a material failure of the Software to conform to the published product specifications. Errors do not include, and ALERT will have no responsibility for, any of the following circumstances which adversely impact the operation of the Software or the ability of ALERT to provide Maintenance Services: (i) the Software has been modified or damaged in any manner by any person or entity other than ALERT; (ii) the Software has been used outside the scope of the license granted under this Agreement; (iii) any failure of the computer hardware, the computer operating system and/or other software utilized by End User; (iv) the Software has been installed or operated other than in accordance with ALERT’s installation and operations instructions, including, without limitation, on computer hardware, or operating systems other than for which that System Release was designed; or (v) ALERT affirms to End User r that the Error in question has been corrected in the most current New Release and such New Release is made available to End User.

   "Fix" shall mean, in ALERT’s discretion, a temporary work-around, Patch, or bypass supplied by ALERT or temporary implementation by End User of a data input or operational procedure in order to diminish or avoid the effect of an Error.

   "Interim Release" shall mean an interim release version of the Software in which one or more previously identified Errors have been corrected. A new Interim Release typically will be indicated by the addition of one (1) to the third digit of the release number (e.g. v.X.X.2 would be the next Interim Release after v.X.X.1).

   "Internal Technical Representative(s)" shall mean engineers of End User who: (i) serve as the contacts with ALERT on all Maintenance Services matters; (ii) are responsible for administration of the Software; and (iii) have been trained by ALERT within ninety (90) days of the Effective Date.

   "New Release" shall mean a System Release, Version Release, or Interim Release of the Software licensed under this Agreement.

   "Patch" shall mean an engineering Fix to a problem to be incorporated into a New Release.

   "Priority 1 Error" shall mean an Error that: (1) causes system-wide Software failure in production; or (2) poses imminent danger to End User’s equipment or data in production.

   "Priority 2 Error" shall mean an Error that: (1) degrades system-wide performance of the Software in production; or (2) causes system-wide failure of a primary function of the Software in production, but is not a Priority 1 Error.

   "Priority 3 Error" shall mean any Error other than a Priority 1 Error or Priority 2 Error.

   "Question" shall mean a technical question relating to the function of the Software or non-technical question relating to the Maintenance Services Program.

   "Response" shall mean an acknowledgment from TSO of the receipt of the Case.

   "Service Window" shall mean the time window during which an Internal Technical Representative can contact a member of TSO directly, via Alert Support Portal.

   "System Release" shall mean a release of the Software which is designed to operate on designated combinations of computer hardware and operating systems. A new System Release typically will be indicated by the addition of one (1) to the first digit of the release number (e.g. v.2.X.X would be the next System Release after v.1.X.X).

   "Technical Support Organization" shall mean a team of ALERT product specialists in the technical support organization and may also be referred to as "TSO."

   "Version Release" shall mean an updated version of the Software with a limited number of new or enhanced functions and/or features. A new Version Release typically will be indicated by the addition of one (1) to the second digit of the release number (e.g. v.X.2.X would be the next Version Release after v.X.1.X).

2. SUPPORT COVERAGE:

   1. Technical Support will be available to End User via the ALERT Support Portal Program.
   2. Response Method. Upon receipt of a Case, a TSO member will communicate to the designated Technical Representative via the ALERT Support Portal to assist with the Case and report the status of ALERT’s efforts to correct an Error.
   3. End User Obligation. Upon request of the TSO member working on the Case, End User shall permit TSO to access the End User environment through a remote control software application and provide necessary network access for purposes of troubleshooting the Case.

3. ERROR CORRECTION:

   1. Error Procedures. ALERT will exercise commercially reasonable efforts to correct any Error reported by End User according to the procedures set forth herein.
      1. Priority 1 Errors: ALERT will assign one or more engineers to attempt to replicate the Error. If the Error can be replicated, ALERT will: (1) commence work to provide End User with a Fix and (2) provide End User with periodic reports on the status of such a Fix. ALERT will use commercially reasonable efforts to (a) deliver a Fix to End User, and (b) to correct such Error in a future New Release.
      2. Priority 2 Errors: A member of the TSO, as determined by the level of care selected by End User, will respond to reports of Error conditions brought to ALERT’s attention by End User. ALERT will use commercially reasonable efforts to (a) provide End User with a Fix to such Error, and (b) to correct such Error in a future New Release.
      3. Priority 3 Errors: A member of the TSO, as determined by the level of care selected by End User, will respond to reports of Error conditions brought to ALERT’s attention. ALERT may correct such Errors in a future New Release.
   2. Escalation. In those instances where: (i) ALERT cannot provide a Fix to a Priority 1 Error within a reasonable period of time after a member of TSO has responded to the End User, or (ii) End User is not satisfied with the progress attained, ALERT will review the plan for addressing such Error with End User. End User may escalate the matter to ALERT’s TSO management if it reasonably determines the plan of action does not demonstrate ALERT is making commercially reasonable efforts to correct the Error in light of its impact on End User’s business.

4. PRODUCT RELEASES:

   1. New Releases. Whenever ALERT makes a New Release generally available to its customers, ALERT will provide a copy of such New Release to End User at no additional charge so long as End User is enrolled in a Maintenance Services Program. ALERT may deliver New Releases to End User electronically. Upon delivery to End User, any New Release will be considered "Software" for purposes of this Agreement.
   2. Prior Versions. ALERT’s obligations with respect to Maintenance Services are expressly conditioned upon the installation and use by End User of either: (i) the most current version of the Software; or (ii) the immediately preceding New Release, for a period of twelve (12) months after the most current New Release is made available to the End User.

5. SCOPE OF SERVICE:

   1. Additional Software Products. ALERT will provide Maintenance Services for additional ALERT software products acquired after the Effective Date upon terms to be mutually agreed upon in writing by the parties.
   2. Additional Maintenance Services. In the event End User’s technical environments, facilities or ALERT product mix changes such that End User is not satisfied with the Maintenance Services provided under this Agreement, End User and ALERT will meet and discuss options to improve the provision of Maintenance Services. End User understands changes or additions to the Maintenance Services, such as changes in the level of care, may be accompanied by an increase in fees which the parties will mutually agree to.
   3. Maintenance Services Provided to Other Than Internal Technical Representative. In the event ALERT provides Maintenance Services to anyone other than Internal Technical Representatives, except as expressly provided herein, and the reported problem is later determined not to be an Error, End User agrees to pay ALERT for time and materials spent in providing such Maintenance Services at ALERT’s then current rates.