READ THIS SOFTWARE AS A SERVICE END USER LICENSE AGREEMENT (LICENSE AGREEMENT) CAREFULLY BEFORE CONTINUING REGISTRATION OF THREATADVISOR. BY CLICKING THE “I ACCEPT” BUTTON YOU ACKNOWLEDGE THIS LICENSE AGREEMENT IS INCORPORATED INTO A SERVICES AGREEMENT (SERVICES AGREEMENT IS DEFINED IN PARAGRAPH 1 BELOW). YOU (“YOU” IS DEFINED IN PARAGRAPH 1 BELOW) AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU ARE ENTERING INTO THIS LICENSE AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND, IN SUCH EVENT, IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT, YOU MUST SELECT THE “I DECLINE” BUTTON AND MAY NOT USE THE SERVICES (“SERVICES” ARE DEFINED IN PARAGRAPH 1 BELOW.)

1. AGREEMENT DEFINITIONS
   1. “DirectDefense Programs” means ThreatAdvisor and any other software products owned or distributed by DirectDefense, Inc. (DirectDefense) to which DirectDefense grants you access as part of the Services, including Services Documentation, and any updates provided as part of the Services.
   2. “Services Agreement” means the Master Services Agreement and Work Order signed by the parties that accompanies and incorporates this Licensing Agreement, including the Services, policies and any other document referenced or incorporated into the Services Agreement.
   3. “Services” means the software and/or services provided to You by DirectDefense, pursuant to and described in the Services Agreement and any related Work Order, including but not limited to system administration, system management, system monitoring activities that DirectDefense performs using ThreatAdvisor and any other DirectDefense Programs, support services for such DirectDefense Programs, as well as any other Services provided by DirectDefense to You, as defined in the Services Agreement.
   4. “Services Documentation” means the ThreatAdvisor user manual as well as any other materials provided to You by DirectDefense as part of the Services.
   5. “Service Tools” means tools, scripts, software, and utilities to monitor and administer the Services and to help resolve your DirectDefense Service requests.
   6. “Services Term” means the term of the Services contained in the Services Agreement and related Work Orders, and any renewal years.
   7. “Users” means individuals authorized by You or on Your behalf to use the Services.
   8. “You” and “Your” mean the individual or entity that ordered Services from DirectDefense by executing the Services Agreement that accompanies and incorporates this Agreement.
   9. “Your Data” means the data inhabiting Your services environment, including, but not limited to data on Your servers.
2. RIGHTS, OWNERSHIP, RESTRICTIONS, AND CONDITIONS
   1. Rights Granted. Upon full execution of a valid Services Agreement and for the duration of the Services described in the Services Agreement, You have the nonexclusive, non-assignable, royalty free, worldwide limited right to use the Services. The Services are solely for Your internal business operations and are subject to the terms of this Agreement. You may allow Your users to use the Services for internal business operations and You are responsible for ensuring Your users’ compliance with the terms of this Agreement. All Services are provided as described in, and subject to, the Services policies referenced in the Services Agreement, if any.
   2. Ownership. Except as expressly provided in Section 5 below, You retain all ownership and intellectual property rights in and to Your Data. DirectDefense retains all ownership and intellectual property rights to the Services and DirectDefense Programs. DirectDefense also retains all ownership and intellectual property to any anonymous analytical information compiled while performing the Services for You. DirectDefense retains all ownership and intellectual property rights to anything developed and delivered under this Agreement.
   3. Restrictions. You represent and warrant that You will not, at any time:
      1. Make DirectDefense Programs or materials resulting from the Services available in any manner to any third party for use in the third party’s business operations;
      2. Remove or modify any DirectDefense Program markings or any notice of DirectDefense’s proprietary rights;
      3. Modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by DirectDefense programs), or access or use the Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to DirectDefense;
      4. Disclose results of any Services or DirectDefense Program benchmark tests without DirectDefense’s prior written consent; or
      5. License, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Services, DirectDefense Programs, Service Documentation, or any related materials available to any third party except as expressly permitted under the terms of this agreement.
      6. Use or permit use of the Services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that may: (a) menace or harass any person or cause damage or injury to any person or property; (b) involve the publication of any material that is false, defamatory, harassing or obscene; (c) violate privacy rights or promote bigotry, racism, hatred or harm; (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights; or (f) otherwise violate applicable laws, ordinances or regulations.
      7. In addition to any other rights afforded to DirectDefense under the Agreement, DirectDefense reserves the right to remove or disable access to any material that violates the foregoing restrictions. DirectDefense shall have no liability to You in the event it takes such action. You agree to defend and indemnify DirectDefense against any claim arising out of a violation of Your obligations under Section 2.3 and its subsections.
   4. Conditions. The rights granted to You under this Agreement are also conditioned on the following:
      1. The rights of any User licensed to use the Services (e.g., on a “named user” basis) cannot be shared or used by more than one individual (unless such license is reassigned in its entirety to another authorized user, in which case the prior authorized user shall no longer have any right to access or use the license);
      2. Except as expressly provided herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording;
      3. You do not acquire any license to use the DirectDefense Programs specified in the Services Agreement in excess of the scope and/or duration of the Services. Upon Termination of the Agreement or Services thereunder, Your right to access or use the DirectDefense Programs specified in the Services Agreement and the Services shall terminate as provided herein; and
      4. You agree to make commercially reasonable efforts to prevent unauthorized third parties from accessing the Services, Services Documentation, or any related materials.
      5. You acknowledge that DirectDefense has no delivery obligation and will not ship copies of the DirectDefense Programs to You as part of the Services.
      6. DirectDefense has no obligation to retain your data after termination of the Services. Your Data may be irretrievably deleted after sixty (60) days following the termination of the Services Agreement.
3. 3. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES
   1. Warranties. DirectDefense warrants that the Services will perform in all material respects in accordance with the Services Policies referenced in the Services Agreement. If the Services provided to you for any given month during the services term were not performed as warranted, you must provide written notice to DirectDefense as specified in the Services Agreement no later than five business days after the last day of that particular month or within such other period stated in the Services Agreement.
   2. Disclaimers. DirectDefense does not guarantee that the Services will be performed error-free or uninterrupted, or that DirectDefense will correct all Services errors. DirectDefense does not control the transfer of data over communications facilities, including the internet, and that the Services may be subject to limitations, delays, and other problems in the use of such communications facilities. DirectDefense is not responsible for any delays, delivery failures, or other damage resulting from such problems.
   3. Exclusive Remedy. For any breach of the warranties contained in Section 3, DirectDefense will remit a Services fee credit to You calculated at ten percent (10%) of net monthly fees for the applicable services for the month in which the breach occurred. The credit will be provided only towards any outstanding balance for services owed to DirectDefense, and the remittance of such credit will represent Your exclusive remedy, and DirectDefense’s sole liability, for any breach of warranty specified in this License Agreement. These warranties are exclusive and there are no other express or implied warranties. DirectDefense makes no warranties for merchantability, satisfactory quality and/or fitness for a particular purpose.
4. 4. TERMINATION OF ACCESS TO SERVICES
   1. Access to Services Terminates with License Agreement. Services provided under this License Agreement shall be provided for the period defined in the Services Agreement unless earlier terminated in accordance with the License Agreement. At the end of the Services Term, all rights to access or use the services, including DirectDefense Programs listed in the Services Agreement, shall end.
   2. Suspension of Access to Services for Non-Payment or Breach. DirectDefense may immediately suspend Your password, account, and access to or use of the Services if (1) you fail to pay DirectDefense as required under the Services Agreement after a 30-day opportunity to cure, or (2) if You violate any provision within Sections 2.3 or 2.4 of this License Agreement. Any suspension by DirectDefense of the Services under this paragraph shall not excuse You from Your obligation to make payment(s) under the Services Agreement.
   3. Continued Access to Services for Data Retrieval. At Your request, and for a period of up to 60 days after the termination of the applicable Services Agreement, Oracle may permit You to access the Services solely to the extent necessary for you to retrieve a Your Data then in the Services environment.
   4. Deletion of Your Data. DirectDefense has no obligation to retain your data after termination of the Services. Your data may be irretrievably deleted after 60 days following the termination of the Services Agreement.
5. 5. SERVICES TOOLS AND ANALYTICAL INFORMATION
   1. Service Tools. DirectDefense may use tools, scripts, software, and utilities to monitor and administer the Services and to help resolve your Oracle Service requests. Service Tools will not collect, report or store any of Your Data residing in Your Service production environment, except as necessary to troubleshoot Service requests or other Service problems. Data collected by the Service Tools may also be used to assist in managing DirectDefense’s product and service portfolio and for license management. You may not access or use the Service Tools, and are prohibited from using or restoring the Service Tools from any tape backup or other storage device at any time following termination of the Services Agreement.
   2. Analytical Information. DirectDefense may compile analytical and statistical information related to the performance of the Services, and may make such information publicly available, provided that such information does not incorporate Your Data and/or identify Your confidential information or include Your company’s name. DirectDefense retains all intellectual property rights in analytical and statistical information compiled during the Services.
6. 6. CONSTRUCTION OF SERVICES AGREEMENT
   1. Entire Agreement; Order of Precedence. This Licensing Agreement is incorporated into the Services Agreement. The Services Agreement shall constitute the complete statement of the agreement of the parties with regard to the subject matter hereof. No other warranties, representations or guarantees of any kind, express or implied, are being made by either party.
   2. Conflicting Terms. All terms of any order, acknowledgement or other form of document provided by DirectDefense, including, but not limited to any pre-printed terms thereon and any terms that are inconsistent, add to, or conflict with the Services Agreement, shall be null and void and of no legal force or effect. Any inconsistencies between the terms of the Services Agreement, any Work Order, and the Licensing Agreement shall be resolved by giving precedence to the terms of the Services Agreement. In the event of any conflict, the following shall be the order of precedence: (i) the Services Agreement Agreement; (ii) the terms of the Work Order; and (3) the Licensing Agreement.