LICENSE AGREEMENT
IMPORTANT: READ THIS LICENSE BEFORE INSTALLING OR USING DECRU DATAFORT ™

This is a License Agreement ("Agreement") between Decru, Inc. ("Decru") and the entity ("Licensee" or "you") that has received the Decru DataFort ™ (the "Product"). This Agreement governs Licensee's use of the Product. Decru is willing to grant Licensee the following license to use the software that is embedded or incorporated in the Product (the "Software") according to this Agreement only on the condition that Licensee accept all terms in this Agreement.

BY USING THIS PRODUCT, LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT. IF YOU DO NOT AGREE TO ANY OF THE TERMS BELOW, DECRU IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, AND YOU SHOULD CLICK ON THE "NO" BUTTON BELOW TO DISCONTINUE THE INSTALLATION PROCESS.

1. LICENSE
Subject to the terms and conditions of this Agreement, Decru grants you a non-exclusive, non-transferable, non-sublicenseable license to use the Software in executable code only and solely as incorporated in the Product. The Software is licensed, not sold, to you for use only under the terms of this Agreement, and Decru reserves all rights not expressly granted to you.

2. RESTRICTIONS
You acknowledge that the internal structure, composition and organization of the Product and the Software constitute valuable trade secrets of Decru and its suppliers. Accordingly, you agree not to: (a) modify, adapt, alter, translate, or create derivative works from the Product or Software; (b) distribute, sublicense, lease, rent, loan, or otherwise transfer the Software to any third party; or (c) reverse engineer the Product, decompile, disassemble, or otherwise attempt to derive the source code for the Software or otherwise attempt to discover the internal structure, organization or composition of the Product.

3. PROPRIETARY RIGHTS
Title to the Software and the documentation accompanying the Product (the "Documentation") shall remain solely with Decru. Licensee must not remove, alter, or obscure in any way any proprietary rights notices (including copyright notices) of Decru or its suppliers on or within the Product. Except as expressly set forth herein, no rights in or to the Product, the Software or any intellectual property rights or proprietary rights of Decru are granted hereunder.

4. TERMINATION
This Agreement will terminate immediately if you breach any of its terms or conditions. Upon notice of termination, you agree to promptly destroy the Software and Documentation and all copies thereof, and certify in writing that you have done so. Except for the right to use the Software as expressly permitted hereunder, the terms of this Agreement survive termination. Without limiting the foregoing, Decru may exercise all available remedies if you have breached this Agreement, including obtaining immediate injunctive and other equitable relief, without bond and without the necessity of showing actual money damages.

5. LIMITED WARRANTY
For a period of one (1) year following shipment of the Product to Licensee (the "Warranty Period"), Decru warrants that the Product and Software, when used in accordance with the instructions in the Documentation, will perform substantially in accordance with their applicable specifications, and that the media containing the Software, but not the Software itself, is free from physical defects. This warranty covers only problems that Licensee reports and Decru verifies during the Warranty Period. This warranty does not cover Products or Software that have been misused, damaged, altered, neglected or subjected to unauthorized repair or installation. Decru will, at its own expense and as its sole and exclusive obligation and Licensee's sole and exclusive remedy for any breach of the foregoing warranty, use commercially reasonable efforts to repair or replace any nonconforming Product that Licensee reports in writing during the Warranty Period. Alternatively, if Decru determines that it is unable to repair or replace such Product, Decru will refund to Licensee the amount actually paid by Licensee to Decru for the applicable Product. Any such repair or replacement provided to Licensee will not extend the original Warranty Period. This limited warranty only covers repairs at Decru's designated facilities and does not include labor, transportation or other expenses to repair or reinstall warranted Products at a Licensee's premises.

6. DISCLAIMER
THE EXPRESS WARRANTIES IN SECTION 5 ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE PRODUCT, SOFTWARE AND DOCUMENTATION, AND DECRU HEREBY EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH LICENSEE'S QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. LICENSEE ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES IN THESE TERMS AND CONDITIONS AND THAT NO WARRANTIES ARE MADE BY ANY OF DECRU'S SUPPLIERS. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION 5, THE PRODUCT, SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, ACCURACY, AND EFFORT IS WITH LICENSEE. LICENSEE ACKNOWLEDGES AND AGREES THAT IT HAS NOT RELIED ON ANY ORAL OR WRITTEN INFORMATION OR ADVICE, WHETHER GIVEN BY DECRU, ITS SUPPLIERS, DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES.

7. LIMITATION OF LIABILITY
REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL DECRU OR ITS SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR ANY DATA SUPPLIED THEREWITH, EVEN IF DECRU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. IN NO EVENT SHALL THE LIABILITY OF LICENSOR EXCEED AMOUNTS RECEIVED BY DECRU FROM YOU UNDER THIS AGREEMENT. ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.

8. EXPORT
The Software and Documentation are subject to U.S. export control laws and may be subject to export or import regulations in other countries. Licensee agrees to strictly comply with all such laws and regulations and acknowledges that Licensee is responsible for obtaining such licenses to export, re-export, or import as may be required. Licensee will indemnify and hold Decru harmless from and against any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney's fees) arising from or relating to any breach by Licensee of its obligations under this paragraph. Licensee's obligations under this paragraph will survive the expiration or termination of this Agreement.

9. U.S. GOVERNMENT END USERS
If Licensee is a branch or agency of the United States Government, the following provision applies. The Software and Documentation are comprised of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 and are provided to the Government (i) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3.

10. GOVERNING LAW AND VENUE
This Agreement shall be governed by the laws of the State of California, without regard to conflicts of laws principles that would require the application of the laws of another state. Any action or proceeding arising from or relating to this Agreement must be brought in a federal court in the Northern District of California or in state court in San Mateo County, California, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. THE PROVISIONS OF THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AND THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY TO THIS AGREEMENT.

11. GENERAL
You may not assign or transfer your rights under this Agreement without Decru's prior written approval. Any attempted assignment or transfer in derogation of the foregoing shall be null and void. Decru does not waive any of its rights under this license by delaying to exercise its right, or exercising only part of its rights at any time. If a court of competent jurisdiction rules that a provision of this license is unenforceable, that provision will be limited so that the rest of the license remains enforceable. This Agreement is the complete and exclusive statement of the agreement between Decru and Licensee relating to the licenses granted hereunder, and it supersedes any proposal or prior agreement, oral or written, and any other communications between Decru and Licensee in relation to the subject matter hereof. This Agreement shall not be modified except in writing.

THE SOFTWARE IS PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.
Decru and the Decru logo are trademarks of Decru, Inc. in the United States and other countries; all other trademarks are owned by their respective owners.