IMPORTANT – READ CAREFULLY:  This End User License and Warranty Agreement (this "Agreement") is a legal agreement between you, a purchaser and/or any end user, either an individual or an entity (“You” or “Your”) and M86 Security (“8e6”) for the license of one or more of the software products listed above (the "Software") embedded in the M86 Security hardware device (the "Hardware"), and for the warranties for such Software and Hardware.  The Software and Hardware are collectively referred to as, the "Product".  By breaking the seal on the envelope containing the Software, accessing, installing, copying or otherwise using the Software or Hardware, You agree to be bound by the terms of this Agreement.  If You do not agree to the terms of this Agreement, M86 Security is unwilling to license the Software to You.  In such event, You may not access, use or copy the Product and You should promptly contact M86 Security or the M86 Security authorized reseller from whom You licensed the Product for instructions on return of the Product.  WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT.

1.                SOFTWARE.  The Software includes all component parts and features, any copies or derivatives thereof in whole or in part, any associated media and the following: machine-readable runtime instructions and object code, whether or not in printed form, and not in the form of human readable (source) code; machine-readable data, such as a data base; related licensed materials, including user documentation in any form; and all enhancements and modifications thereto furnished by M86 Security or its authorized resellers.  The Software is licensed, not sold, to You for Your use only as provided herein.  M86 Security reserves all rights not expressly granted to You under this Agreement.

2.                SOFTWARE LICENSE. 
2.1                License.  Subject to the payment of all applicable license fees, and the terms and restrictions set forth in this Agreement, M86 Security hereby grants to You a non-sublicensable, nonexclusive, non-transferable limited license to use the Software solely on the Hardware and for Your internal business purposes only, and to operate the Hardware during the Term solely to use the Software (collectively the "License").  You must limit use of the Product to the number of individuals for whom You have paid the required fees.  Use of the Product by additional individuals may be subject to additional fees in M86 Security's discretion.  You may only install and use the Software on the Hardware.  Once every six (6) months, M86 Security may, at its own expense, audit Your use of the Product at the Product's installation site upon at least five (5) days notice to You during normal business hours.  You may make a single copy of the Software in machine-readable form and only for archival purposes or to comply with disaster recovery procedures, provided that the copy You make contains all of the proprietary notices set forth in or on the original version of the Software.  Otherwise, You may not copy the Software without M86 Security's prior written consent.  Except as expressly provided in this Section 2.1, this Agreement does not grant You any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the Software. All rights not expressly set forth hereunder are reserved by M86 Security.
2.2                Ownership.  The Software and Hardware are protected by United States patent, copyright laws and/or other intellectual property laws, and international treaty provisions.  You acknowledge that M86 Security and its third party licensors, if any, retain all title to and, except as expressly and unambiguously licensed herein, all rights and interest in (a) the Software, including, but not limited to, all copies, versions, customizations, modifications (to the Software or M86 Security's database of filtered sites provided by You to M86 Security), compilations and derivative works thereof (by whomever produced) and all related documentation; (b) the M86 Security trademarks, service marks, trade names, icons, logos and domain names; (c) any and all copyright rights, patent rights, trade secret rights and other intellectual property and proprietary rights throughout the world in the Software and Hardware; and (d) all Confidential Information (as defined in Section 7 below). You acknowledge that Your possession, installation, or use of the Software does not transfer to You any ownership, title, or registrable interest of any kind to the intellectual property in the Software, and that You will not acquire any rights to the Software except as expressly set forth in this Agreement.  Should You decide to submit any materials to M86 Security via electronic mail, through or to M86 Security website(s), or otherwise, whether as feedback, data, questions, comments, ideas, concepts, techniques, suggestions or the like, You agree that such submissions are unrestricted and shall be deemed non-confidential upon submission.  You grant to M86 Security and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, commercialize, display and perform such submissions.
2.3                Restrictions.  You agree not to: (i) rent, lease, sublicense, loan, sell, distribute, market or commercialize any portion of the Software or its components; (ii) install, store or execute the Software on any server, desktop, or other computer operated by any parent, subsidiary, and/or affiliated company of You or by any other party; (iii) permit any third parties to benefit from the use or functionality of the Software, either directly or via a facility management, timesharing, service bureau or any other arrangement; (iv) assign or otherwise transfer any or all of the rights granted to You under this Agreement without M86 Security's prior written consent; (v) rename files of, modify, translate, localize, decompile, disassemble, decrypt, reverse engineer, attempt to derive source code from, remove any proprietary notices from, or create derivative works based upon the Software, in whole or in part, to the maximum extent permitted under applicable law; and (vi) remove any proprietary notices or labels on the Software, including, but not limited to, the M86 Security and Software names wherever they may appear. 
2.4                Export Restrictions.  The Software cannot be exported or re-exported into (or to a national or resident of): (a) Taliban controlled Afghanistan, Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria, or any other country to which Canada and/or the U.S. has embargoed goods; and/or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, the U.S.  Commerce Department’s Entity List, or the U.S. Commerce Department’s Denied Parties List.  You warrant to M86 Security that You are not located in, under the control of, nor are a national or resident of any country described above, nor a party named on any list described above.  Additional Canadian and/or U.S. export restrictions may apply to portions of the Software.  You agree to comply with all applicable Canadian and/or U.S. laws and/or regulations pertaining to the Software, including all export laws, regulations, and/or directives, and comply with all laws and regulations in Your jurisdiction and any other location related to the import, export, transfer, shipping, and/or use of the Software.
2.5                United States Government Legend.  If the Software is being acquired directly or indirectly on behalf of the U.S. Government, the following will apply.  For civilian agencies and departments: the Software was developed at private expense and is “restricted computer software” submitted with restricted rights in accordance with subparagraphs (a) through (d) of the Commercial Computer Software-Restricted Rights clause of FAR 52.227-19 and its successors, and it is unpublished and all rights are reserved under the copyright laws of the U.S.  For units of the Department of Defense, the Software is “commercial computer software” and “commercial computer software documentation” under the Rights in Computer Software and Computer Software Documentation clause of DEAR 227.7202-3 (a) and its successors, and all use, duplication or disclosure is subject to the license and restrictions set forth in this Agreement. 
2.6                Term and Termination.  This Agreement is effective as of the date the Product is installed and will terminate when the support and subscription services for the Product are not renewed (the “Term”). This Agreement will also terminate automatically and immediately if You fail to comply with any term or condition of this Agreement or fail to pay any amounts due and payable to M86 Security or its authorized reseller, and such termination shall be in addition to and not in lieu of any criminal, civil or other remedies available to M86 Security.  Upon such termination, You agree to immediately stop using the Software, purge the Software from the Hardware, destroy any copies of the Software and related documentation in any form, and provide M86 Security written certification of the same.  The preceding sentence and Sections 2.2, 2.3, 2.4, 3.3, 3.4, 4.4, and Sections 5 through 10 shall survive any termination of this Agreement.

3.                WARRANTY AND DISCLAIMERS. 
3.1                Product Warranty and Remedies.  M86 Security warrants to You that the Product will be free from defects in workmanship and materials and will perform in substantial conformance to its specifications published by M86 Security for a period of one (1) year from the date of original purchase from M86 Security or an M86 Security authorized reseller; provided that the latest version of the Software must be installed on the Hardware for this warranty to apply.  M86 Security’s entire liability and Your exclusive remedy shall be, at M86 Security’s sole option and expense, to replace the Product with a comparable Product, repair the Product, or if neither repair nor replacement is reasonably available, M86 Security may, in its discretion, refund to You the purchase price paid for the Product.  Replacement Product may be new or reconditioned. M86 Security warrants any replaced or repaired Product for a period of ninety (90) days from shipment or through the end of the original warranty, whichever is longer.  All Product replaced becomes the property of M86 Security.  M86 Security will not be responsible for Your software, firmware, information, or memory data contained in, stored on, or integrated with any Product returned to M86 Security for repair, whether under warranty or not. 
3.2                Obtaining Warranty Service.  You must first contact during normal business hours the technical support department of the authorized reseller who sold You the Product (or M86 Security if M86 Security sold You the Product directly) within the applicable warranty period to obtain a warranty service authorization.  If appropriate, Your reseller will provide You with instructions regarding M86 Security's Return Merchandise Authorization process.  If M86 Security determines that the Product is covered by warranty, M86 Security will issue You a Return Merchandise Authorization letter for replacement or repair.  M86 Security is not responsible for Product received without a Return Merchandise Authorization number.  M86 Security may in its discretion ship a replacement Product before receiving the original Product (“Advance Exchange”).  If Advance Exchange is not available, then the repaired Product will be shipped as soon as commercially reasonable.  Repaired or replacement Product will be shipped to You at M86 Security's expense.  Product shipped by You to M86 Security must be sent prepaid and packaged appropriately for safe shipment, and it is recommended that the package be insured or sent by a method that provides for tracking of the package.  When Advance Exchange is provided and You fail to return the original Product to M86 Security within thirty (30) days from the date the Return Material Authorization is issued, M86 Security will charge You, and You agree to pay M86 Security, the then-current published catalogue price of such Product.
3.3                DISCLAIMER.  EXCEPT AS SET FORTH IN SECTION 3.1 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCT AND SUPPORT AND SUBSCRIPTION SERVICES ARE PROVIDED ON AN “AS IS” AND “AS-AVAILABLE” BASIS, AND M86 SECURITY AND ITS SUPPLIERS AND RESELLERS MAKE NO WARRANTIES, GUARANTEES, OR REPRESENTATIONS OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, NO WARRANTY OR REPRESENTATION THAT THE PRODUCT OR THE SUPPORT AND SUBSCRIPTION SERVICES WILL MEET YOUR REQUIREMENTS OR WILL WORK IN COMBINATION WITH ANY HARDWARE OR SOFTWARE APPLICATIONS PROVIDED BY THIRD PARTIES, THAT THE OPERATION OF THE PRODUCT OR THE SUPPORT AND SUBSCRIPTIONS SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL DEFECTS IN THE PRODUCT OR SUPPORT AND SUBSCRIPTION SERVICES WILL BE CORRECTED.  IF THE PRODUCT DOES NOT OPERATE AS WARRANTED IN SECTION 3.1, YOUR SOLE REMEDY FOR BREACH OF THAT WARRANTY WILL BE REPLACEMENT OR REPAIR OF THE PRODUCT OR REFUND OF THE PURCHASE PRICE PAID, AT M86 SECURITY'S OPTION.  TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE FOREGOING WARRANTY AND REMEDIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, TERMS, OR CONDITIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, CORRESPONDENCE WITH DESCRIPTION, AND NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.  YOU ACKNOWLEDGE THAT YOU HAVE RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTY IN SECTION 3.1 AND THAT NO WARRANTIES ARE MADE BY ANY OF M86 SECURITY'S SUPPLIERS OR RESELLERS.  M86 SECURITY NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE, INSTALLATION, MAINTENANCE OR USE OF THE PRODUCT.  WITHOUT LIMITING THE FOREGOING PROVISIONS, YOU ASSUME SOLE RESPONSIBILITY FOR EVALUATING THE ACCURACY, COMPLETENESS, AND USEFULNESS OF ALL SERVICES, PRODUCTS, AND OTHER INFORMATION, AND SOLE RESPONSIBILITY FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE.  SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.  THE FOREGOING PROVISIONS SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
M86 SECURITY DOES NOT CONTROL THE MATERIALS, INFORMATION, PRODUCTS OR SERVICES ON THE INTERNET.  THE INTERNET CONTAINS UNEDITED MATERIALS, SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE. M86 SECURITY HAS NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY FOR THIS MATERIAL, AND THE PRODUCT MAY NOT BE EFFECTIVE IN FILTERING ALL OR ANY OF THIS MATERIAL.  SUBJECT TO THE WARRANTY SET FORTH IN SECTION 3.1, YOU ASSUME FULL RESPONSIBILITY AND RISK FOR USE OF THE INTERNET AND THE PRODUCT.
ANY AUTHORIZED M86 SECURITY RESELLER IS NOT AFFILIATED WITH M86 SECURITY IN ANY CAPACITY OTHER THAN AS A RESELLER OF M86 SECURITY’S PRODUCTS AND HAS NO AUTHORITY TO BIND M86 SECURITY OR MODIFY ANY LICENSE OR WARRANTY.  M86 SECURITY MAKES NO REPRESENTATIONS, WARRANTY, ENDORSEMENT OR GUARANTEE WITH RESPECT TO THE SKILLS OR QUALIFICATIONS OF ANY AUTHORIZED M86 SECURITY RESELLER AND YOU ARE ENCOURAGED TO INDEPENDENTLY INVESTIGATE THE SKILLS AND QUALIFICATIONS OF ANY AUTHORIZED M86 SECURITY RESELLER WITH WHOM YOU ASSOCIATE.
YOU ACKNOWLEDGE THAT ANY DATA TRANSMISSION OR STORAGE IS SUBJECT TO THE LIKELIHOOD OF HUMAN AND MACHINE ERRORS, MALICIOUS MANIPULATION, OMISSIONS, DELAYS, AND LOSSES, INCLUDING, BUT NOT LIMITED TO, INADVERTENT LOSS OF DATA OR DAMAGE TO MEDIA THAT MAY RESULT IN LOSS OR DAMAGE TO YOU AND/OR YOUR PROPERTY, AND/OR YOUR DETRIMENTAL RELIANCE ON MALICIOUSLY MANIPULATED DATA.  M86 SECURITY SHALL NOT BE LIABLE FOR ANY SUCH ERRORS, OMISSIONS, DELAYS, OR LOSSES.  YOU ARE RESPONSIBLE FOR ADOPTING REASONABLE MEASURES TO LIMIT THE IMPACT OF SUCH PROBLEMS, INCLUDING BACKING UP DATA, EXAMINING AND CONFIRMING RESULTS PRIOR TO USE, ADOPTING PROCEDURES TO IDENTIFY AND CORRECT ERRORS AND OMISSIONS, REPLACING LOST OR DAMAGED MEDIA, AND RECONSTRUCTING DATA.  YOU ARE ALSO RESPONSIBLE FOR COMPLYING WITH ALL LOCAL, STATE, AND FEDERAL LAWS PERTAINING TO THE USE AND DISCLOSURE OF ANY DATA. 
3.4                Exclusions.  M86 Security will not be liable under the warranty set forth in Section 3.1 if its testing and examination disclose that the alleged defect or malfunction in the Product does not exist or was caused by You or any third person’s misuse, neglect, improper installation, configuration or testing, unauthorized attempts to open, repair, or modify the Product, or any other cause beyond the range of its intended use, or by accident, fire, lightning, other hazards, or acts of God.  The warranty set forth in Section 3.1 does not apply when the malfunction results from the use of Product in conjunction with accessories, other products, or ancillary or peripheral hardware and M86 Security determines that there is no fault with the Product itself.  This warranty does not apply to any malfunction or failure of the Product due to any communication service or Internet service provider You may subscribe to or use with the Product.  Any work performed by M86 Security which is not covered by warranty may be charged at M86 Security’s then current time and materials rates.

4.                INDEMNIFICATION. 

4.1                Infringement Indemnification.  Subject to the terms of this Article 4, M86 Security will defend, indemnify, and hold You harmless from and against all third party claims, suits, actions, proceedings, judgments, damages, costs, fees (including reasonable attorneys' fees), and liabilities (individually and collectively referred to as, a “Claim”) suffered or incurred by You as a result of any alleged and/or actual infringement by the Product of any third party patent, copyright, and/or trade secret right existing under the laws of the United States to the extent that such Claim arises solely as a result of Your use of the Product within the United States in accordance with the provisions of this Agreement and the accompanying Product documentation.  The foregoing indemnification will not apply if the alleged and/or actual infringement arises or results from: (i) the use of a superceded version of the Product, if the infringement would have been avoided by the use of the then current unaltered release of the Product; (ii) the modification of the Product by any party other than M86 Security or at M86 Security's express direction; (ii) the modification of the Product to comply with Your specifications; or (iii) the combination and/or use of the Product with software, hardware, firmware, data, and/or technology not provided by M86 Security.  Additionally, the foregoing indemnification is subject to: (a) You promptly notifying M86 Security in writing within ten (10) days of first becoming aware of each such Claim; (b) You not making any admission against M86 Security’s interests and not agreeing to any settlement of any such Claim without the prior written consent of M86 Security; (c) You, at the request of M86 Security, providing all reasonable assistance to M86 Security in connection with the defense, litigation, and/or settlement by M86 Security of each such Claim; and (d) M86 Security having sole control over the selection and retention of legal counsel, as well as over the litigation and/or the settlement of each Claim.

4.2                Continued Use.  To avoid infringement, even if not alleged, M86 Security may, at its sole option and at no charge to You, obtain a non-exclusive license, modify, substitute an equivalent of, or remove the Product from You.  If the Product is removed by M86 Security for this reason, M86 Security will refund the unamortized portion of the purchase price received by M86 Security for the infringing portion of the Product, based on a three (3) year straight line amortization commencing on the date of first delivery of the Product to You under this Agreement. 

4.3                M86 Security Liability.  M86 Security’s total liability to You for any and all infringement claims related to the Product or the support and subscription services will be strictly limited to the obligations set out in Sections 4.1 and 4.2 and will be subject to all of the limitation of liability provisions set out in Article 5.  M86 SECURITY MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY OF NON-INFRINGEMENT OR LIABILITY FOR INFRINGEMENT OR ANY DAMAGES THEREFROM, AND THE FOREGOING WILL BE YOUR EXCLUSIVE REMEDY. 

4.4                Indemnification.  You agree to defend, indemnify and hold harmless M86 Security and its directors, officers, employees, affiliates, agents and its suppliers from and against all claims, defense costs (including reasonable expert and attorneys' fees), judgments and other expenses arising out of or on account of any negligent act, omission, or willful misconduct by You or on Your behalf in (i) the installation or use of the Product or (ii) Your compliance or failure to comply with this Agreement.

5.                LIMITATIONS OF LIABILITY. 
5.1                LIMITATIONS OF LIABILITY.  TO THE FULLEST EXTENT ALLOWED BY LAW, YOU ACKNOWLEDGE AND AGREE THAT M86 SECURITY, ITS SUPPLIERS AND ITS AUTHORIZED RESELLERS WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES ARISING FROM: LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OR DISCLOSURE OF CONFIDENTIAL INFORMATION OR OTHER INFORMATION OR DATA, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY INFORMATION OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, BUSINESS INTERRUPTION, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY INCLUDING A DUTY OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE (WHETHER ACTIVE OR PASSIVE), AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE SALE, INSTALLATION, MAINTENANCE, USE, PERFORMANCE, FAILURE, OR INTERRUPTION OF THE PRODUCT OR THE SUPPORT AND SUBSCRIPTION SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE AND EVEN IF M86 SECURITY, ITS SUPPLIERS OR ITS AUTHORIZED RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  ADDITIONALLY, YOU ACKNOWLEDGE AND AGREE THAT THE TOTAL LIABILITY TO YOU OR ANY THIRD PARTY OF M86 SECURITY AND ITS SUPPLIERS AND AUTHORIZED RESELLERS UNDER THIS AGREEMENT OR WITH RESPECT TO THE SUPPORT AND SUBSCRIPTION SERVICES IS LIMITED TO REPLACEMENT, REPAIR OR REFUND OF THE PURCHASE PRICE PAID FOR THE PRODUCT, AT M86 SECURITY'S OPTION. 
5.2                DISCLAIMER.  SOME COUNTRIES, STATES, OR PROVINCES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR THE LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR CERTAIN PRODUCTS, OR THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY BE LIMITED IN THEIR APPLICATION TO YOU.  IF ANY JURISDICTION HAVING APPLICABILITY TO THIS AGREEMENT DOES NOT PERMIT ANY SUCH LIMITATIONS AND/OR EXCLUSIONS, THEN (I) EACH WARRANTY THAT CANNOT BE EXCLUDED WILL BE LIMITED IN TIME TO THE DURATION OF THE APPLICABLE WRITTEN WARRANTY CONTAINED IN SECTION 3.1; AND (II) M86 SECURITY'S TOTAL LIABILITY TO YOU FOR BREACH UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT STATED IN SECTION 5.1.

5.3                TIMING; JURY TRIAL WAIVER.  YOU ACKNOWLEDGE AND AGREE THAT NO ACTION, REGARDLESS OF FORM, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THIS AGREEMENT OR THE SUPPORT AND SUBSCRIPTION SERVICES MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED, AND YOU HEREBY KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVE YOUR RIGHT TO A JURY TRIAL WITH RESPECT TO ANY SUCH ACTION. 

5.4                Basis of the Bargain; Failure of Essential Purpose.  You acknowledge and agree that M86 Security has entered into this Agreement and determined the fees charged for the Product in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth in this Agreement and that the same form an essential basis of the bargain between the parties.  You also acknowledge and agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.

6.             HIGH RISK ACTIVITIES.  The Software is not fault-tolerant and is not designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines, or any other application in which the failure of the Software could lead directly to death, personal injury, or severe physical or property damage (collectively, “High Risk Activities”).  M86 Security expressly disclaims any express or implied warranty of fitness for High Risk Activities.

7.                CONFIDENTIALITY.  You agree that the Software, including, but not limited to, all source and object code components, screen shots and displays, graphical user interfaces, algorithms, formulae, data structures, scripts, application programming interfaces and protocols, and the documentation (collectively the “Confidential Information”) are trade secrets of M86 Security and are owned by M86 Security or, where applicable, its third-party licensors.  You agree to retain all Confidential Information in strict confidence at least with the same amount of diligence that You exercise in preserving the secrecy of Your most-valuable information, but in no event less than reasonable diligence.  You agree to: (i) only disclose Confidential Information to Your employees and agents to the extent required to use the Software under the terms of this Agreement and not to disclose or disseminate the Confidential Information to any third party without the prior written consent of M86 Security, (ii) use the Confidential Information solely for Your benefit as provided for herein and not to allow any third party to benefit from the Confidential Information; and (iii) bind Your employees and agents, by terms no less restrictive than those set forth herein, to maintain the confidentiality of such Confidential Information, and not use or disclose such information except as permitted under this Agreement.  Notwithstanding the disclosure of any Confidential Information for any reason, such Confidential Information shall continue to be owned by M86 Security or its licensors.  Nothing contained herein shall be deemed to prevent You from disclosing or disseminating Your data, in any format or any report, to whomever You so choose.  M86 Security reserves the right to disclose any personal information about You or Your use of the Product, including its contents, without Your consent, if M86 Security has a good faith belief that such action is necessary to: (i) comply with legal requirements or process; (ii) protect and/or defend the rights or property of M86 Security, its affiliates or suppliers; or (iii) enforce the terms of this Agreement.

8.                CUSTOMER FEEDBACK MODULE.  Customer Feedback Module ("CFM") shall mean the function installed on the Product and used to transmit selective Web request data or Internet usage information to M86 Security's server for statistical analysis. M86 Security may gather information relating to the sites requested by Your end users and may be able to obtain the 'most viewed' uncategorized URLs captured by the Product.  M86 Security will not intentionally collect any personal information as part of this process.  However, it is possible that some of Your end users’ personal information may be contained in the URLs collected by the CFM and sent to M86 Security (“Feedback Information”). At no time will any Feedback Information collected be released publicly, nor will the Web request data be used for any purpose other than enhancing the URL library and related categories used by M86 Security for the purpose of filtering and reporting.  If You do not want Feedback Information sent to M86 Security via the CFM, You should manually disable the CFM in the Graphical User Interface of the Product. Except as provided in Section 7 above, M86 Security will only disclose the Feedback Information to M86 Security's employees or agents who have a need to know and who have been informed of the confidential nature of the information and of their obligation not to disclose or use such Feedback Information.

9.                GOVERNING LAWS; Venue.  This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California except that body of law controlling conflicts of law and excluding the Convention on Contracts for the International Sale of Goods.  The parties agree that the Uniform Computer Information Transactions Act, or any version thereof, adopted by any state located in the United States, in any form (the “UCITA”), will not apply to this Agreement.  To the extent that the UCITA is applicable, the parties agree to opt out of the applicability of the UCITA pursuant to the opt-out provisions contained therein.  In the event of any controversy, claim, or dispute arising under or relating to this Agreement or the support and subscription services, including the existence, validity, interpretation, performance, termination or breach thereof, the parties to this Agreement hereby expressly and irrevocably consent to the personal jurisdiction and venue of the federal courts sitting within the Central District of California (Southern Division), unless no federal subject matter jurisdiction exists, in which case the parties consent to jurisdiction and venue in the Superior Court of Orange County, California. The parties expressly waive all defenses of lack of personal jurisdiction and forum nonconveniens with respect to such federal and state courts.  The prevailing party in any such action, at law or equity, shall be entitled to reimbursement of its reasonable attorneys’ fees, expenses and costs incurred to pursue or defend such action from the non-prevailing party.