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Written by Will
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This Monarx software license agreement (“agreement”) is a legal agreement between Monarx, Inc. (“Monarx”) and your business or governmental entity that you (the “user”) are acting on behalf of (“customer”) as the licensee of the Monarx proprietary automated security operations platform provided as an on-premise software solution which includes the object code version of the computer software and may include associated media, printed materials, included any user guides or other data (the “documentation” and collectively, the “software”). The software also includes any updates or upgrades to or new versions of the original software, if and when made available to user by Monarx.

User agrees that user is an employee or agent of customer and are entering into this agreement to access the software for use by customer for customer’s own business purposes. User hereby agrees that user enters into this agreement on behalf of customer and that user has the authority to bind customer to the terms and conditions of this agreement. If user does not agree to the terms and conditions of this EULA, Monarx is unwilling to license the software. Do not complete the installation process, access or otherwise use the software and immediately return the software to Monarx and cease any use of the software. Notwithstanding this EULA, if customer has an existing license agreement with Monarx, the terms and conditions of such license agreement shall control.

1. Limited license and restrictions

Monarx grants to user a limited, non‐exclusive, non‐transferable, non-assignable, non-sublicensable license to use the software in accordance with the terms of this EULA.

2. Restrictions

User will not (and will not procure any third party to):

(a) decompile, disassemble, translate, reverse engineer or otherwise attempt to derive source code from any encrypted or encoded portion of the licensed software, in whole or in part, nor will user use any mechanical, electronic or other method to trace, decompile, disassemble, or identify the source code of the software or encourage or permit others to do so (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions),

(b) sell, sublicense, rent, lease, distribute, market, or commercialize the software for any purpose, including timesharing or service bureau purposes,

(c) create, develop, license, install, use, or deploy any third party software or services to circumvent, enable, modify or provide access, permissions or rights which violate the technical restrictions of the software,

(d) remove any product identification, proprietary, copyright or other notices contained in the software,

(e) modify or create a derivative work of any encrypted or encoded portion of the software, or any other portion of the software, or

(f) publicly disseminate performance information or analysis including, without limitation benchmarking test results. The software may include individual open source software components, each of which has its own copyright and its own applicable license conditions. The open source software is licensed to user under the terms of the applicable open source license conditions and/or copyright notices that can be found in the licenses file, the documentation or other materials accompanying the software.

User will not:

(a) change any proprietary rights notices which appear in the software or documentation;

(b) modify the software; or

(c) use the software as part of a commercial time‐sharing or service bureau operation or in any other resale capacity.

3. Ownership; confidentiality

Monarx or its licensors own all intellectual property and proprietary rights in the software, documentation, and related works, including but not limited to derivative work of the foregoing. No rights are granted to user other than as expressly described in this agreement.

4. Warranty disclaimer

The software is provided on an “as is” basis. Monarx makes no warranty, representation, guaranty or condition of any kind, whether express, implied, statutory or otherwise (including, without limitation, warranties of reliability, timeliness, quality, suitability, availability, security, accuracy, completeness, title or non-infringement, or implied warranties of merchantability or fitness for a particular purpose), with respect to the software or any materials provided in connection therewith. Monarx does not represent, warrant or guaranty that (a) the software will be 100% secure or error-free or operate in combination with any other application, software, hardware, service or data; (b) the software and services will meet customer’s requirements or expectations; (c) any data stored using the software will be accurate, reliable, or secure; (d) errors or defects in the software will be corrected; (e) the software or the third party products or services used by Monarx in connection with the software are free of viruses or other harmful components; or (f) the software will detect, alert customer to, respond to, or resolve any given security threat or breach.

5. Limitation of damages and remedies

In no event will Monarx be liable to user for any indirect, incidental, special, punitive, exemplary, consequential damages or multiple damages in connection with or arising out of: (i) the software, content or other documentation used with the software; (ii) any third party products, services, content or other materials provided or used in connection with the software; or (iii) this agreement (including, without limitation, for any breach by a party hereof), regardless of the legal theory on which such claim is based (whether contract, tort or otherwise) and even if user is advised of the possibility of such damages (including, but not limited to, damages for injury to person or property, loss of revenue or profits, business interruption, loss of goodwill, use or loss of data, undetected or delay in the detection of security breaches and threats, cost of procurement of substitute goods or services, system downtime, and the claims of third parties).

Notwithstanding anything herein to the contrary, the total liability of Monarx to user, including but not limited to damages or liability arising out of contract, tort, breach of warranty, infringement or otherwise, will not in any event exceed the fees paid by customer to Monarx with respect to the software.

The parties agree that the limitations of this section are essential and that Monarx would not permit user to use the software absent the terms of this section. This section will survive and apply even if any remedy specified in this EULA will be found to have failed of its essential purpose.

6. Export compliance

User acknowledges that the software is subject to export and import restrictions by certain foreign governments. User will comply with all applicable export laws and regulations.

7. Government users

If user of this commercial computer software is an agency, department, or other entity of the united states government, the use, duplication, reproduction, release, modification, disclosure, or transfer of this software, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this agreement in accordance with federal acquisition regulation 12.212 for civilian purposes and defense federal acquisition regulation supplement 227.7202 for military purposes. This software was developed fully at private expense. All other use is prohibited.

8. Feedback

If user provides suggestions, enhancement requests, recommendations, comments or other feedback (“feedback”) to Monarx relating to the Monarx products, Monarx may use and include any feedback, and any intellectual property therein, that user chooses to voluntarily provide to improve the software or any other related technologies. User agrees that Monarx may freely use, reproduce, license, distribute, and otherwise commercialize the feedback, including any intellectual property therein, in the software or other related technologies. Monarx may modify, change, and upgrade the functionality, features, and capabilities of the software and the underlying technical infrastructure, in its sole and absolute discretion.

9. Termination and survival

Monarx may immediately terminate this agreement if user is in violation of any term or condition of this agreement. Upon any termination of this EULA, user will immediately cease any further use of the software. The terms set forth in the sections entitled restrictions, ownership; confidentiality, warranty disclaimer, limitation of damages and remedies and export compliance will survive any termination of this EULA.

10. Assignment

User may not assign any of its rights or obligations hereunder without Monarx’s prior written consent. Monarx may freely assign its rights and obligations hereunder, in whole or part. Any purported assignment of rights in violation of this provision is void. Subject to the foregoing, this EULA will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

11. Entire agreement; governing law; jurisdiction

This EULA constitutes the entire agreement between user and Monarx. This EULA is governed by, and shall be construed and enforced in accordance with, the laws of the state of Utah, without giving effect to any conflict of laws rules, and user irrevocably submits to the exclusive jurisdiction of the federal and state courts located in Salt Lake City, Utah for the purposes of any action or proceeding arising out of or relating to this EULA.

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