Trial License Agreement

BY CLICKING ON THE “ACCEPT” CHECKBOX ON THE TRIAL REGISTRATION PAGE, YOU AND

THE ENTITY OR COMPANY THAT YOU REPRESENT (“LICENSEE”) ARE UNCONDITIONALLY

CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS TRIAL LICENSE

AGREEMENT (“AGREEMENT”) WITH PRIVATECORE, INC. (“PRIVATECORE”).

LICENSEE’S USE OF THE EVALUATION SOFTWARE (DEFINED BELOW) SHALL ALSO

CONSTITUTE ASSENT TO THE TERMS OF THIS AGREEMENT. IF LICENSEE DOES

NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT,

CLICK THE “CANCEL” BUTTON AND THE DOWNLOAD AND INSTALLATION

PROCESS WILL NOT CONTINUE (AND YOU MUST NOT ACCESS OR USE THE

SOFTWARE). IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS

EXPRESSLY LIMITED TO THESE TERMS.

1. Use of Trial Software; No Support. Subject to the terms of this Agreement, PrivateCore

grants to Licensee a personal, non-sublicensable, nonexclusive license to use the PrivateCore

software that Licensee is about to download and any related materials and documentation made

available by PrivateCore (collectively, the “Evaluation Software”), solely in accordance with

the documentation or instructions supplied by PrivateCore, and solely for Licensee’s internal

evaluation purposes during the term of this Agreement. Licensee acknowledges and agrees that

the Evaluation Software contains limited functionality and will only support a limited number of

servers. PrivateCore shall at all times retain all title to and ownership of the Evaluation Software

and all copies thereof. Licensee agrees to use the Evaluation Software only in the ordinary course

of its evaluation, and Licensee shall not (and shall not permit any third party to): (a) reproduce or

modify the Evaluation Software or any portion thereof, (b) rent, sell, lease or otherwise transfer

the Evaluation Software or any part thereof or use it for the benefit of a third party, or (c) reverse

assemble, reverse compile or reverse engineer the Evaluation Software, or otherwise attempt to

discover any Evaluation Software source code or underlying Proprietary Information (as that term

is defined below). However, the foregoing is not intended to limit the terms of any applicable

open source license that may apply to any portion or component of the Evaluation Software (as

described within each open source component or the related documentation). This Agreement

does not entitle Licensee to any support, upgrades, patches, enhancements, or fixes for the

Evaluation Software (collectively, “Support”), but any such Support that may be made available

by PrivateCore (in its sole discretion) shall become part of the Evaluation Software and subject to

2. Confidentiality; Feedback. Licensee acknowledges that, in the course of using the

Evaluation Software and performing its activities under this Agreement, it may obtain

information relating to the Evaluation Software and/or PrivateCore (“Proprietary Information”).

Such Proprietary Information shall belong solely to PrivateCore and includes, but is not limited

to the features and mode of operation of the Evaluation Software, this Agreement, trade secrets,

know-how, inventions (whether or not patentable), techniques, processes, programs, ideas,

algorithms, schematics, testing procedures, software design and architecture, computer code,

internal documentation, design and function specifications, product requirements, problem

reports, analysis and performance information, benchmarks, software documents, and other

technical, business, product, marketing and financial information, plans and data. With respect

to Proprietary Information: (a) Licensee shall not use (except as expressly authorized by this

Agreement) or disclose Proprietary Information without the prior written consent of PrivateCore

unless such Proprietary Information becomes part of the public domain without breach of this

Agreement by Licensee, its officers, directors, employees or agents; (b) Licensee agrees to

take reasonable measures to maintain the Proprietary Information and Evaluation Software in

confidence; (c) Licensee will disclose the Evaluation Software and Proprietary Information only

to those of its employees as are necessary for the use expressly and unambiguously licensed

hereunder, and only after such employees have agreed in writing to be bound by terms no less

restrictive than the provisions of this Agreement; and (e) Licensee will not remove or export the

Evaluation Software or any Proprietary Information or any direct product thereof in violation of

any applicable law or regulation. Further, if Licensee provides or communicates to PrivateCore

any feedback, discoveries, ideas, concepts or suggestions relevant to the Evaluation Software (or

improvements, enhancements or modifications thereto) or PrivateCore’s business, technology

or Proprietary Information (“Feedback”), Licensee grants PrivateCore, without charge, the fully

paid-up, irrevocable right and license to use, share, modify, commercialize and otherwise fully

exercise and exploit such Feedback and all related intellectual property or other rights (and to

allow others to do so) in any way and for any purpose. These rights and the other obligations in

this Section 2 survive termination of this agreement in perpetuity.

3. Warranty Disclaimer. The parties acknowledge that the Evaluation Software is provided

“AS IS” without warranty of any kind. PRIVATECORE DISCLAIMS ALL WARRANTIES

RELATING TO THE EVALUATION SOFTWARE, EXPRESS OR IMPLIED, INCLUDING,

BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-
PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

4. Limitation of Remedies and Damages. PRIVATECORE SHALL NOT BE RESPONSIBLE

OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT

UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A)

FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE

GOODS, SERVICES OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL

OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF

REVENUES AND LOSS OF PROFITS, OR (C) FOR ANY AMOUNT IN THE AGGREGATE

IN EXCESS OF THE FEES PAID BY LICENSEE HEREUNDER, OR, IF GREATER, FIVE

HUNDRED DOLLARS ($500). PRIVATECORE SHALL NOT BE RESPONSIBLE FOR ANY

MATTER BEYOND ITS REASONABLE CONTROL.

5. Termination. This Agreement may be terminated by either party for any reason or no

reason upon five (5) days’ written notice, or immediately upon notice of any breach by Licensee

of the provisions of this Agreement. Upon termination, the licenses granted to Licensee hereunder

will terminate, the Evaluation Software will automatically become inoperable, and Licensee shall

immediately return or destroy the Evaluation Software, together with any and all documents,

notes and other materials regarding the Evaluation Software to PrivateCore, including, without

limitation, all Proprietary Information and all copies and extracts of the foregoing, but the terms

of this Agreement will otherwise remain in effect.

6. Government Matters. If Licensee is part of an agency, department, or other entity of

the United States Government (“Government”), the use, duplication, reproduction, release,

modification, disclosure or transfer of the Evaluation Software is restricted in accordance with

the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal

Acquisition Regulation Supplement as applied to military agencies. The Evaluation Software

is a “commercial item,” “commercial computer software” and “commercial computer software

documentation.” In accordance with such provisions, any use of the Evaluation Software by the

Government shall be governed solely by the terms of this Agreement.

8. General. Although fully assignable and transferable by PrivateCore, neither the rights nor

the obligations arising under this Agreement are assignable or transferable by Licensee, and any

such attempted assignment or transfer shall be void and without effect. This Agreement shall

be governed by and construed in accordance with the laws of the State of California without

regard to the conflicts of laws provisions therein. In any action to enforce this Agreement the

prevailing party will be entitled to costs and attorneys’ fees. In the event that any of the provisions

of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be

unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary

so that this Agreement shall otherwise remain in full force and effect and enforceable. This

Agreement constitutes the entire agreement between the parties pertaining to the subject matter

hereof, and any and all written or oral agreements previously existing between the parties

related hereto are expressly cancelled. Any modifications of this Agreement must be in writing

and signed by both parties. Licensee acknowledges and agrees that due to the unique nature of

PrivateCore’s Proprietary Information, there can be no adequate remedy at law for any breach

of its obligations hereunder, that any such breach may allow Licensee or third parties to unfairly

compete with PrivateCore resulting in irreparable harm to PrivateCore, and therefore, that

upon any such breach or threat thereof, PrivateCore shall be entitled to injunctions and other

appropriate equitable relief in addition to whatever remedies it may have at law.