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The Berndt Group, Ltd.
SOFTWARE PACKAGES

SOFTWARE LICENSE AGREEMENT

IMPORTANT - READ THESE TERMS CAREFULLY BEFORE DOWNLOADING OR USING THIS SOFTWARE. BY DOWNLOADING OR INSTALLING THIS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, PROMPTLY EXIT THIS PAGE WITHOUT DOWNLOADING THE SOFTWARE.

1. Grant of License for Personal Use. SafeNet, Inc. ("SafeNet") grants you a non-exclusive, non-transferable license to use the program with which this license is distributed (the "Software"), including any documentation files accompanying the Software ("Documentation"), for internal business use only, for up to the number of users specified at the time of download and indicated in emailed receipt. You have the right to make one backup copy of the Software and Documentation solely for archival, back-up or disaster recovery purposes. You shall not exceed the scope of the license granted hereunder. Any rights not expressly granted by SafeNet to you are reserved by SafeNet, and all implied licenses are disclaimed.

2. Ownership. You have no ownership rights in the Software. Rather, you have a license to use the Software as long as this License Agreement remains in full force and effect. Ownership of the Software, Documentation and all intellectual property rights therein shall remain at all times with SafeNet. Any other use of the Software by any other entity is strictly forbidden and is a violation of this License Agreement.

3. Copyright. The Software and Documentation contain material that is protected by United States Copyright Law and trade secret law, and by international treaty provisions. All rights not granted to you herein are expressly reserved by SafeNet. You may not remove any proprietary notice of SafeNet or any of its licensors from any copy of the Software or Documentation.

4. Restrictions. You may not publish, display, disclose, sell, rent, lease, modify, store, loan, distribute, or create derivative works of the Software, or any part thereof. You may not assign, sublicense, convey or otherwise transfer, pledge as security or otherwise encumber the rights and licenses granted hereunder with respect to the Software. You may not copy, reverse engineer, decompile, reverse compile, translate, adapt, or disassemble the Software, or any part thereof, nor shall you attempt to create the source code from the object code for the Software. You may not market, co-brand, private label or otherwise permit third parties to link to the Software, or any part thereof. You may not use the Software, or any part thereof, in the operation of a service bureau or for the benefit of any other person or entity. You may not cause, assist or permit any third party to do any of the foregoing.

5. Confidentiality. You acknowledge that the Software contains proprietary trade secrets of SafeNet and you hereby agree to maintain the confidentiality of the Software using at least as great a degree of care as you use to maintain the confidentiality of your own most confidential information. You agree to reasonably communicate the terms and conditions of this License Agreement to those persons employed by you who come into contact with the Software, and to use reasonable best efforts to ensure their compliance with such terms and conditions, including, without limitation, not knowingly permitting such persons to use any portion of the Software for the purpose of deriving the source code of the Software.

6. No Warranty. THE SOFTWARE IS PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, SAFENET DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SAFENET DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE SOFTWARE WILL OPERATE ERROR FREE, OR IN AN UNINTERUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE IS COMPATIBLE WITH ANY PARTICULAR PLATFORM. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THEY MAY NOT APPLY TO YOU. IF THIS EXCLUSION IS HELD TO BE UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION, THEN ALL EXPRESS AND IMPLIED WARRANTIES SHALL BE LIMITED IN DURATION TO A PERIOD OF THIRTY (30) DAYS FROM THE DATE OF PURCHASE OF THE SOFTWARE, AND NO WARRANTIES SHALL APPLY AFTER THAT PERIOD.

7. Limitation of Liability. IN NO EVENT WILL SAFENET BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PROGRAM, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF SAFENET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SAFENET'S AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION OR OTHERWISE SHALL BE EQUAL TO THE PURCHASE PRICE, BUT SHALL IN NO EVENT EXCEED $1,000. BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

8. Export Restrictions. THIS LICENSE AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY APPLICABLE LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT OF THE SOFTWARE OR INFORMATION ABOUT SUCH SOFTWARE WHICH MAY BE IMPOSED FROM TIME TO TIME. YOU SHALL NOT EXPORT THE SOFTWARE, DOCUMENTATION OR INFORMATION ABOUT THE SOFTWARE AND DOCUMENTATION WITHOUT COMPLYING WITH SUCH LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS. YOU AGREE TO INDEMNIFY SAFENET AGAINST ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, TO THE EXTENT SUCH CLAIMS ARISE OUT OF ANY BREACH OF THIS SECTION 8.

9. Audit Rights. SAFENET SHALL HAVE THE RIGHT, AT ITS OWN EXPENSE, UPON REASONABLE PRIOR NOTICE, TO PERIODICALLY INSPECT AND AUDIT YOUR RECORDS TO ENSURE YOUR COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT.

10. Termination. This License Agreement is effective until it is terminated. You may terminate this License Agreement at any time by destroying or returning to SafeNet all copies of the Software and Documentation in your possession or under your control. SafeNet may terminate this License Agreement for any reason, including, but not limited to, if SafeNet finds that you have violated any of the terms of this License Agreement. Upon notification of termination, you agree to destroy or return to SafeNet all copies of the Software and Documentation and to certify in writing that all known copies, including backup copies, have been destroyed. All provisions relating to confidentiality, proprietary rights, and non-disclosure shall survive the termination of this Software License Agreement.

11. Special Procedure for U.S. Government Sales. If the Software and Documentation is acquired by the U.S. Government or on its behalf, the Software is furnished with "RESTRICTED RIGHTS," as defined in Federal Acquisition Regulation ("FAR") 52.227-19(c)(2), and DFAR 252.227-7013 to 7019, as applicable. Use, duplication or disclosure of the Software and Documentation by the U.S. Government and parties acting on its behalf is governed by and subject to the restrictions set forth in FAR 52.227-19(c)(1) and (2) or DFAR 252.227-7013 to 7019, as applicable.

12. General. This License Agreement shall be construed, interpreted and governed by the laws of the State of Delaware without regard to conflicts of laws and provisions thereof. The exclusive forum for any disputes arising out of or relating to this License Agreement shall be an appropriate federal or state court sitting in Baltimore County, State of Maryland, USA. This License Agreement shall constitute the entire Agreement between the parties hereto. This License Agreement, the rights granted hereunder, the Software and Documentation shall not be assigned by you without the prior written consent of SafeNet. Any waiver or modification of this License Agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this License Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this License Agreement shall be interpreted so as to reasonably effect the intention of the parties.

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