SiteTrax Software Trial License Agreement

THIS SOFTWARE TRIAL LICENSE AGREEMENT (the “Agreement”) describes the rights granted by Netarus (defined below), located at 4855 Brookside Ct, Ste B, Norfolk, VA  23502 (“Licensor”) to any person or entity (“Licensee”, “you” or “your”) using Licensed Programs

provided by Netarus as part of its software trial program. The software may include scripts, compiled code, supporting components, and documentation and are collectively referred to as the “Licensed Programs”. Both Licensor and Licensee are referred to hereinafter

as a “Party” and collectively as the “Parties” to this Agreement.

By clicking the “I Accept” checkbox below, Licensee agrees to be bound by all the terms and conditions stated herein. 

Licensee represents and warrants that he or she is legally able to enter into binding agreements and is a duly authorized agent of such entity for the purpose of entering into this Agreement and binding such entity in accordance with its terms. He or she represents that the information submitted to Netarus as part of the SiteTrax Application , including all application data, are true, accurate, and complete.

To the extent Licensee has a separately executed agreement with Netarus or its Affiliates on a different subject matter,such agreement will continue unmodified under its own terms. In the event of conflict between this Agreement and any other terms or conditions provided by Netarus or its Affiliates, including as part of the Licensed Programs, the terms of this Agreement will govern. 

For Purposes of this Agreement, “Netarus” means Netarus, LLC.

Section 1 – Conditional Grant. Unless you accept all the terms and conditions of this Agreement, you receive no rights or licenses hereunder. In the absence of a signed license agreement between Licensor and Licensee specifying alternate terms, any use of the Licensed Programs by the Licensee shall be considered acceptance of these terms. The Licensed Programs are copyrighted and are licensed, not sold to you. If you are not willing to be bound by the terms of this Agreement, do not install, copy or use the Licensed Programs. If you received this software from any source other than the Licensor, your access to the Licensed Programs is NOT permitted under this Agreement, and you must delete the software and any copies from your systems.

Section 2 – Warranty Disclaimer. NO WARRANTIES.LICENSOR, ITS AFFILIATES, RESELLERS, DISTRIBUTORS, AND VENDORS, MAKE NO REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, OR ANY OTHER GUARANTEES OR CONDITIONS WITH RESPECT TO USE OF THE LICENSED PROGRAMS. LICENSEE’S USE OF ALL SUCH PROGRAMS ARE AT LICENSEE’S AND CUSTOMERS’ OWN RISK. LICENSOR PROVIDES THE LICENSED PROGRAMS ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE.” LICENSOR DOES NOT GUARANTEE THE ACCURACY OR TIMELINESS OF INFORMATION AVAILABLE FROM, OR PROCESSED BY, THE LICENSED PROGRAMS. TO THE EXTENT PERMITTED UNDER LAW, LICENSOR EXCLUDES ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE

EFFORT, DATA ACCURACY, AND NON-INFRINGEMENT. NO GUARANTEE OF UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OPERATION IS MADE. LICENSEE IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION, NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE THE SOFTWARE AND/OR ACCOMPANYING MATERIALS, AND NOT TO USE THE SOFTWARE IN A PRODUCTION ENVIRONMENT.

Section 3 – Feedback. It is expressly understood, acknowledged and agreed that you shall provide Netarus reasonable suggestions, comments and feedback regarding the Licensed Programs, including but not limited to usability, bug reports and test results, with respect to Licensed Programs testing (collectively, "Feedback"). If you provide such Feedback to Netarus, you shall grant Netarus the following worldwide, non-exclusive, perpetual, transferable, irrevocable, royalty free, fully paid up rights: (i) to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, the Feedback as part of any product, technology, service, specification or other documentation developed or offered by Netarus or any of its affiliates (individually and collectively, "Netarus Products"); (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any Netarus Product; (iii) solely with respect to Licensee's copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties; and (iv) to sublicense to third parties any claims of any patents owned or licensable by Licensee that are necessarily infringed by a third party product, technology or service that uses, interfaces, interoperates or communicates with the Feedback or portion thereof incorporated into a Netarus Product, technology or service. Further, you represent and warrant that your Feedback is not subject to any license terms that would purport to require Netarus to comply with any additional obligations with respect to any Netarus Products that incorporate any Feedback.

Section 4 – Confidentiality. The Licensed Programs, including documentation, are proprietary. They shall be handled as the confidential information of Netarus Licensed Programs, and shall be used by any receiving Party solely for any licensed uses of the Licensed Programs. Any receiving Party shall exercise the same degree of care with regard to the protection of the Licensed Programs as it uses in protecting and preserving its own confidential and proprietary information and shall restrict distribution of the Licensed Programs to only those employees, contractors, consultants, affiliates, and subsidiaries who are subject to an obligation to keep such information confidential. THIS RELEASE OF THE LICENSED PROGRAMS MAY NOT BE REDISTRIBUTED OR PUBLISHED IN WHOLE OR IN PART TO ANY THIRD PARTY OTHER THAN THE LICENSEE. You therefore agree not to transfer, copy, disclose, provide or otherwise make available such proprietary information in any form to any third party without the prior written consent of Netarus.

Section 5 – Limitation of Liability. ANY LIABILITY ARISING UNDER THIS LICENSE, WHETHER UNDER ANY THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE LIMITED TO DIRECT, OBJECTIVELY MEASURABLE DAMAGES. LICENSOR SHALL HAVE NO LIABILITY TO LICENSEE OR TO ANY THIRD PARTY, FOR ANY INCIDENTAL, PUNITIVE, INDIRECT, OR SPECIAL CONSEQUENTIAL DAMAGES, OR FOR

LOST REVENUES, LOST DATA, OR COST OF SUBSTITUTE GOODS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LIABILITY FOR ANY SOFTWARE LICENSED FROM THIRD PARTIES FOR USE WITH THE SERVICES IS EXPLICILTLY DISCLAIMED AND LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE AGGREGATE LIABILITY OF LICENSOR AND ITS

AFFILIATES AND LICENSORS UNDER THIS AGREEMENT SHALL NOT EXCEED US$1,000. THE FOREGOING LIMITATIONS OF LIABILITY APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME STATES DO NOT PERMIT CERTAIN LIMITATIONS OF LIABILITY, SO THE ABOVE MAY NOT APPLY TO YOU.

Section 6 – License.

a) License Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants Licensee a worldwide, non-transferable, royalty-free, non-exclusive license to: download and install the Licensed Programs on Licensee’s own premises, and permit Licensee’s employees to use the Licensed Programs, solely for Licensee’s own internal trial of the Licensed Programs during the time period specified by Netarus.

b) For the purposes of this Agreement, the right to “use” the Licensed Programs shall include the right to utilize, run, access, store, copy, and display the Licensed Programs internally in Licensee’s non-production environment. No right or license is granted or agreed to be granted to disassemble, benchmark or decompile any Licensed Programs furnished in object code form, and Licensee agrees not to engage in any such conduct or permit any third-party to engage in such conduct unless permitted by law. No right or license is granted to distribute, publish, or disclose the Licensed Programs or to conduct or permit any third party to conduct any benchmarking or other testing under this Agreement. Reverse engineering of Licensed Programs provided in object code form is prohibited, unless such a right is explicitly granted by any explicit license subject to sub-section (c) below or as a matter of law, and then only to the extent explicitly permitted. Licensor shall have no obligation to support any such reverse engineering, any product or derivative of such reverse engineering, or any use of the Licensed Programs with any modified versions of any of their components under this Agreement. 

c) Use of some open source and third party software applications or components included in or accessed through the Licensed Programs may be subject to other terms and conditions found in a separate license agreement, terms of use or “Notice” file located at the download page. The Licensed Programs are accompanied by additional software components solely to enable the Licensed Programs to operate as designed. Licensee is not permitted to use such additional software independently of the Licensed Programs unless Licensee secures a separate license for use from the named vendor. Do not use any third party code unless you agree with the applicable license terms for that code. Your use of any third party software (including open source) will be governed by the applicable license agreements, if any, between you and such third parties.  shall have no warranty, support, maintenance, or other obligations or liability under this Agreement with respect to such third party software. 

d) Title. Title to and ownership of the Licensed Programs shall at all times remain with Licensor. Except for the express licenses granted herein, no rights or licenses shall be deemed granted by implication, estoppel, or otherwise.

Section 7 – Term and Termination. Your rights to the Licensed Programs will continue for the time period specified by Netarus. No rights to use the production release of the Licensed Programs are provided by this Agreement or any other terms which may be provided with the Licensed Programs (e.g. any ‘click-through’ license agreements). Notwithstanding the foregoing, either Party may terminate this Agreement at any time for any reason or no reason by providing the other party written notice thereof. Upon any expiration or termination of this Agreement, the rights and licenses granted to you under this Agreement shall immediately terminate, and you shall immediately cease using and delete the Licensed Programs. In the event of any expiration or termination of this Agreement, its Confidentiality provision, disclaimers of ’s representations and warranties, ’s rights with respect to Feedback, and limitations of ’s liability shall survive. 

Section 8 – Applicable Law. The Agreement shall be governed by and interpreted in accordance with the substantive law of the State of Virginia, U.S.A., excluding its conflicts of law provisions, and by the courts of that state. 

Section 9 – Export Compliance. Licensee will comply with any and all anti-boycott laws including any executive orders, rules, or regulations. Licensee agrees to comply with all applicable export laws and regulations, including those of the United States, to ensure technology provided by or its Affiliates under the Agreement is not used, sold, disclosed, released, transferred, or re-exported in violation of such laws and regulations. Licensee may not directly or indirectly export, reexport, or transfer any items or technology provided by Licensor or its Affiliates under the Agreement to: any country designated by the U.S. Department of State as a “State Sponsor of Terrorism”, including for the purposes of the Agreement North Korea, or to a resident or national of any such country; any person or entity listed on the "Entity List" or "Denied Persons List" maintained by the U.S. Department of Commerce, the list of "Specifically Designated Nationals and Blocked Persons" maintained by the U.S. Department of Treasury or any other applicable prohibited party list of the US Government. The Licensed Programs are not designed for real-time control or time-sensitive applications that have the potential to cause death, personal injury, or property damage or that could result in radioactive, medical, life support or other mission-critical activities, or any nuclear, chemical, or biological weapons activities or development of missile technology.

Section 10 – No Support. Licensor shall have no obligation to support the Licensed Software.

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Updated:  May 3, 2022

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