BIT9, INC. PARITY™ KNOWLEDGE SERVICE LICENSE AGREEMENT

This is a License Agreement (the "Agreement") for the Bit9 Parity Knowledge Service (as further defined below) owned by Bit9, Inc. (“Bit9”). Please read this Agreement. By enabling Your users to access and utilize the Bit9 Parity Knowledge Service, You agree to these terms. If You do not agree to the terms of this Agreement, You may not, nor allow others to, install, access or utilize the Bit9 Parity Knowledge Service for any purpose. If the Licensed Materials have been provided to You for evaluation purposes (“Evaluation Materials”), the terms and conditions set forth below shall apply unless specific alternative terms are set forth for the Evaluation Materials.

1. Definitions. In this Agreement, the following definitions shall apply (in addition to those set forth in the body of this Agreement):

“You” or “Your” means the party purchasing the Bit9 Parity Knowledge Service subscription.

“Initial Term” means the initial subscription term specified in the Order. Upon the conclusion of the Initial Term, this Agreement may be renewed for successive periods.

“Licensed Materials” means the Parity Knowledge Service and all associated written or electronic documentation (“Documentation”) that is provided by Bit9 to You for use in conjunction with the operation of the Parity Knowledge Service. The information delivered to You by the Parity Knowledge Service may be internally generated by Bit9 or externally gathered from third-parties and while such information is believed to be reliable, such third-party information may not have been independently authenticated, tested, or verified in whole or in part.

“Order” means an order by You for a subscription license to the Parity Knowledge Service.

“Parity Knowledge Service” means the web-based software identification and information service for Windows computers provided by Bit9 through Bit9’s Parity product (“Parity”) or directly through Bit9’s website located at http://www.bit9.com and related websites (the “Website”).

2. Orders; Fees. You shall place Orders directly with Bit9 or as directed by Bit9. No Order will be binding unless acknowledged and accepted in writing or by e-mail by Bit9. The fees for licensing the Licensed Material shall be set forth in the Order (the “Fees”), and do not include taxes. You assume the obligation for and shall pay when due all present and future taxes, excluding any taxes on or measured by Bit9’s net income. All Fees are payable net thirty (30) days from the date of invoice, in U.S. dollars only.

3. License; Restrictions. In consideration of Your payment to Bit9 of the Fees, You are granted (for the Term specified in the Order), for Your internal use only, a non‑exclusive, non-transferable license, without right to sublicense, to (a) allow the number of named users specified in the Order access and use of Parity Knowledge Service; and (b) use the Documentation. Named users shall not be reassigned by You, to different individuals, except in the event of a job change or termination of employment of such named user. All Licensed Materials under this Agreement are licensed and not sold and shall remain, the sole and exclusive property of Bit9. Bit9 reserves all other rights to the licensed Materials and all intellectual property relating thereto not specifically licensed in this Agreement. You shall not sell, transfer, rent, copy, duplicate, reverse engineer, reverse compile, modify or create derivative works of, tamper with or grant any rights in Licensed Materials, nor may you use Parity Knowledge Service to conduct a service bureau or similar business for the benefit of third parties. You agree to display of any copyright and trademark notices incorporated by Bit9.

If You are using the FileAdvisor™ version of Parity Knowledge Service, either party may terminate Parity Knowledge Service with notice to the other party. For other licensees of Parity Knowledge Service, the license shall terminate at the end of the term set forth in an applicable Order, unless otherwise terminated as set forth herein. In addition, any Bit9 software that may be downloaded by You or provided to You by Bit9 in connection with Your use of Parity Knowledge Service, including, without limitation, (i) Parity; and (ii) any patch, update, upgrade, modification or other enhancement provided by Bit9 with respect to such software, is licensed subject to the terms and conditions of the user agreement for such software (the “License Agreement”). Your Parity license serves as Your Registration to the extent it so indicates.

If the Licensed Materials have been provided to You as Evaluation Materials, such use shall be (a) limited to thirty (30) days from delivery (the “Evaluation Period”), and (b) Evaluation Materials may be used solely for Your internal evaluation of the suitability of the Evaluation Materials and in no event for production use. In addition, promptly upon expiration of the Evaluation Period, You shall destroy all information obtained from use of the Evaluation Materials and all related. At Bit9’s request, You will certify the destruction and return of the Evaluation Materials, information and related materials.

You shall defend, indemnify and hold harmless Bit9 from all claims, damages, and losses, howsoever arising and whether direct, indirect, or consequential, including all legal fees and expenses, arising from claims brought by any third party relating to Your use of the Evaluation Materials.

4. Ownership. Unless otherwise agreed to in writing by Bit9, all written materials, including programs, files, specifications and documentation and any work product, patents, information, inventions or copyrightable material that are produced by Bit9 or any of its employees or consultants during the course of its performance hereunder or results from the performance of any services by Bit9 shall be the sole property of Bit9. You are granted a license to use such material to the extent necessary to obtain the benefits contemplated by the license granted by this Agreement.

5. Warranties; Disclaimer. Bit9 warrants that for the Initial Term (“Warranty Period”), the Parity Knowledge Service will conform in all material respects to the applicable specifications. If Parity Knowledge Service does not meet Bit9’s warranty during the Warranty Period, Bit9 will (at its option), as Your sole and exclusive remedy, (a) repair, replace or modify Parity Knowledge Service so it will comply with the applicable warranty, or (b) refund the Fee for Parity Knowledge Service on a pro rata basis within thirty (30) calendar days of the termination of the respective license. Bit9 warranties are for the benefit of You only and are void if Parity Knowledge Service is used in violation of the applicable Documentation or Bit9’s instructions. Notwithstanding any other provision of this Agreement, the information provided by Parity Knowledge Service is provided on an “as is” basis only. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ERROR FREE OPERATION OR NON-INTRUSION DUE TO HACKING OR OTHER SIMILAR MEANS OF UNAUTHORIZED ACCESS. IN ADDITION, PARITY KNOWLEDGE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. BIT9 IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

NOTWITHSTANDING THE GENERALITY OF THE FOREGOING, HOWEVER, EVALUATION MATERIALS ARE PROVIDED “AS IS” ONLY, WITHOUT WARRANTIES OF ANY KIND.

6. Limitation of Liability. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL BIT9 OR ITS SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS OR CONTRACTORS (“RELATED PARTIES”) BE LIABLE TO YOU FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST REVENUES, PROFITS OR DATA OR OTHER ECONOMIC LOSS) REGARDLESS OF THE CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. IN ADDITION, THE MAXIMUM LIABILITY OF BIT9 AND ITS RELATED PARTIES, TAKEN AS A WHOLE, FOR ANY AND ALL CLAIMS IN CONNECTION WITH THIS AGREEMENT AND THE LICENSE MATERIALS, REGARDLESS OF THE FORM OF ACTION, SHALL IN NO CIRCUMSTANCE EXCEED THE FEES PAID TO BIT9 FOR THE LICENSED MATERIALS GIVING RISE TO THE LIABILITY, OR, FOR EVALUATION MATERIALS, $100.00.

7. Termination. Either party may immediately terminate the Order if the other party: (a) fails to cure a material breach of these terms and conditions (provided such breach is capable of cure) within thirty (30) calendar days after its receipt of written notice regarding such breach; (b) becomes insolvent or commits an affirmative act of insolvency or makes an assignment for the benefit of creditors or takes similar action; (c) files a voluntary bankruptcy or similar petition or acquiesces to any involuntary bankruptcy or similar petition which is not dismissed within ninety (90) days; or (d) is adjudicated bankrupt or to similar effect. In the event of such termination, the non-defaulting party shall have no liability to the defaulting party in connection herewith, except that You shall pay Bit9 the Fees due pro rata based on the term of the applicable Order(s). All provisions of this Agreement that reasonably may be interpreted or construed as surviving termination of this Agreement shall survive the termination of this Agreement.

8. Confidentiality; Privacy. As used in this Agreement, "Confidential Information" means all information of either party that is not generally known to the public, whether of a technical, business or other nature (including, without limitation, trade secrets, know-how and information relating to the technology, strategic partners, customers, business plans, promotional and marketing activities, finances and other business affairs of such party), that is disclosed by one party to the other party or that is otherwise learned by the receiving party in the course of its discussions or business dealings with the disclosing party. Confidential Information of Bit9 also includes the terms, conditions and pricing of this Agreement. The obligations of either party herein shall not extend to any information that recipient can demonstrate through written documentation was already known to the recipient prior to its disclosure to the recipient, was or becomes known or generally available to the public (other than by act of the recipient), is disclosed or made available in writing to the recipient by a third party having a bona fide right to do so, is independently developed by recipient without the use of any Confidential Information, or is required to be disclosed by process of law, provided that the recipient shall notify the disclosing party promptly upon any request or demand for such disclosure. Further, in order to identify and provide information about software, Parity Knowledge Service may collect certain file information, such as file name and path name, status information regarding computers at different security levels and connection status, and server configuration information during Your use of Parity Knowledge Service.  No end-user identifiable or computer identifiable information is collected by Parity Knowledge Service at any time. Bit9 takes its privacy obligations seriously. Bit9 takes comprehensive measures to safeguard Your information from unauthorized access, in accordance with Bit9’s privacy policy (found at www.bit9.com/privacy) (the “Privacy Policy”). You hereby consent to the processing of Your information in accordance with the Privacy Policy.

9. Amendment. This Agreement may be changed only in writing signed by Bit9 and You, and no effect shall be given to terms set forth in any purchase order, confirmation or similar document provided by You to Bit9.

10. Miscellaneous.

(a) You agree that You will not use, distribute, transfer, or transmit the Licensed Materials or Confidential Information in violation of U.S. export regulations.

(b) This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, U.S.A., excluding (i) its conflicts of laws principles; (ii) the United Nations Convention on Contracts for the International Sale of Goods; and (iii) the Uniform Computer Information Transactions Act (UCITA) as adopted by any state.

(c) Neither party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld), except either party may assign its rights or delegate its duties under this Agreement to the surviving entity in a merger or consolidation or to a purchaser of all or substantially all the assets of its business. Any assignment or delegation in contravention of this provision shall be null and void. All the terms and provisions of this Agreement will be binding upon and inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns. Nothing in the foregoing shall be deemed to prevent Bit9 from using subcontractors in meeting its obligations hereunder.

(d) The failure by either party hereto at any time to require performance by the other party or to claim a breach of any provision of this Agreement shall not be construed as affecting any subsequent right to require the performance or to claim a breach with respect thereto.

(e) The provisions of this Agreement shall not be construed to establish any form of partnership, agency or other joint venture of any kind between You and Bit9, or to constitute either party as the agent, employee or legal representative of the other.

(f) If the performance by a party of any of its obligations under this Agreement (other than payment obligations) shall be interfered with by reason of any circumstances beyond the reasonable control of that party, including without limitation, fire, explosion, acts of God, war, revolution, terrorism, civil commotion, unavailability of supplies, or sources of energy or telecommunications, power failure, breakdown of machinery, labor strikes, slowdowns, picketing or boycotts, or governmental/administrative restrictions on the importation or exportation of products, then that party shall be excused from such performance while such circumstances exist.

(g) Any provision of this Agreement that is unenforceable shall not cause any other remaining provision to be ineffective or invalid.

(h) In the event a dispute between the parties hereunder with respect to this Agreement, the prevailing party shall be entitled to receive reimbursement for all associated reasonable costs and expenses (including, without limitation, attorneys’ fees).

(i) The Licensed Materials are "commercial computer software" or "commercial computer software documentation." Absent a written agreement to the contrary, the U.S. Government's rights with respect to such Licensed Materials are limited by the terms of this Agreement, pursuant to FAR § 12.212(a) and/or DFARS § 227.7202-1(a), as applicable.