EULA

CCG provides the following types of licenses:

You are required to activate the Software Solutions by connecting to the CCG Website through the Internet.

Subject to your continuous compliance with all the terms of this EULA and payment of the applicable license fees:

Upon payment of the license fee, the License Term of this EULA commences on the date of delivery and installation of the Appliance, or such other date as provided under a separate Agreement, and continues for aone-year period, except that if you received an Evaluation License for the Software Solutions, the License Term is thirty (30) days from the date of delivery and installation of the Appliance, or such other period as provided under such evaluation Agreement. The license to use the Software Solutions will remain in
effect until terminated.

The Appliance, Software Solutions, Documentation, and any copies of the Software Solutions and Documentation are the intellectual property of and are owned by CCG and its licensors.

The CCG Technology includes “Commercial Products,” “Commercial Computer Software,” or “Computer Software Documentation” pursuant to the applicable Federal Acquisition Regulation and agency-specific supplemental regulations. Consistent with such regulations, as applicable, the CCG Technology is subject to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States. Canfield Consulting Group, LLC, 4104 Alfalfa Terrace, Olney, MD 20832.

You agree that upon request from CCG or CCG’s authorized representative, you will within thirty (30) days fully document and certify that use of any and all Software Solutions at the time of the request is in conformity with your valid licenses from CCG.

You represent and warrant that you have the legal authority to enter into this EULA, that you are duly authorized and empowered to execute, deliver,and perform the terms under this EULA and any Agreement and that such action does not conflict with or violate any provision of law, regulation, policy, contract, or other instrument to which you are a party or by which you are bound, and that this EULA and any Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

You acknowledge that you are responsible for all use of the Software Solutions and Appliances and for monitoring the data provided by the Appliance.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CCG OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS(INDIVIDUALLY, IN COMBINATION, OR COLLECTIVELY, THE “CCG PARTIES”) BE LIABLE FOR (i) ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, BUSINESS INTERRUPTION, LOSS OF INFORMATION, LOSS OF PROGRAMS OR DATA, DAMAGE TO DATA, OR ANY OTHER PECUNIARY LOSS, ARISING OUT OF THE USE, PARTIAL USE, OR INABILITY TO USE THE CCG TECHNOLOGY, OR RELIANCE ON OR PERFOMANCE OF THE CCG TECHNOLOGY, OR THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, INCLUDING THOSE ARISING UNDER CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY, EVEN IF A CCG PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES. CCG’S ENTIRE LIABILITY (EXCEPT IN THE CASE OF WARRANTY DEFECTS, IN WHICH CASE YOUR SOLE AND EXCLUSIVE REMEDY IS SET FORTH IN SECTION 14) TO YOU SHALL BE LIMITED TO A MAXIMUM OF UP TO THREE (3) MONTHS OF YOUR SOFTWARE SOLUTIONS LICENSE FEE (BUT EXCLUDING ALL OTHER FEES, INCLUDING, HARDWARE FEES, NONRECURRING CHARGES, REGULATORY FEES, SURCHARGES, SERVICE FEES AND TAXES), FOR YOUR THEN-CURRENT VALID LICENSE PERIOD, AND RETURN, AT YOUR EXPENSE, THE APPLIANCES, AND UNINSTALL ALL COPIES OF THE CCG TECHNOLOGY. NO REFUND WILL BE DUE WHERE YOU HAVE NOT PAID A LICENSING FEE.

ALL LIMITATIONS AND DISCLAIMERS STATED UNDER SECTIONS 14 AND 15 ALSO APPLY TO CCG’S THIRD-PARTY LICENSORS, SUPPLIERS, RESELLERS, AND DISTRIBUTORS, AS THIRD-PARTY BENEFICIARIES OF THIS EULA.

THE REMEDIES SET FORTH IN THIS EULA ARE YOUR SOLE AND EXCLUSIVE REMEDIES. YOU MAY HAVE ADDITIONAL RIGHTS UNDER CERTAIN LAWS (SUCH AS CONSUMER LAWS), WHICH DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY, CCG’S EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.

You agree to indemnify and hold harmless, and, at CCG’s option, defend CCG Parties from and against any and all losses, damages, liabilities, costs, and expenses, including court costs and reasonable attorneys’ and experts’ fees, related to or arising from any claim, suit, action, or proceeding based on your use of the CCG Technology, or any other equipment used in connection with the cybersecurity monitoring (or the use of the CCG Technology, or any other equipment by anyone else) due to (i) gross negligence or willful misconduct, (ii) use of the CCG Technology in a manner not authorized or contemplated by this EULA and/or the Documentation, (iii) use of the CCG Technology in combination with data, software, hardware, equipment, or technology, not provided by CCG or authorized by CCG in writing, (iv) modification to the CCG Technology not made by CCG, (v) use of any version other than the most current version of the CCG Technology delivered to you, (vi) violation of applicable laws, regulations, any Agreement or this EULA; or (vii) your use in any manner that harms any person or results in the personal injury or death of any person or in damage to or loss of any tangible or intangible (including data) property.

Certain third parties, who provide the servers and components of the CCG Technology, may offer you the opportunity to acquire software, services, and other products supplied by them or their third parties. You acknowledge that the applicable third party is solely responsible for its offerings and CCG makes no representations or warranties concerning those offerings and accepts no liability with respect to them, and if you acquire or use any such third-party offerings, the offerings and your use of them will be governed by the applicable license agreements, terms of use, privacy policies and/or other terms and conditions required by the third party.

This EULA will be governed by and construed in accordance with the laws of the state of Maryland without regard to its conflict of laws principles and without regard to the Uniform Computer Information Transactions Act, except that (i) if you are a U.S. Government entity, this EULA is governed by the laws of the United States, and (ii) if you are a state or local government entity in the United States, this EULA and any Agreement is governed by the laws of that state. Any action to enforce this EULA and any Agreement must be brought, exclusively in the State of Maryland and within one year of the date of your discovery of such action. This EULA will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, (“UCITA”) the application of which is expressly excluded.

You agree that any unauthorized use or disclosure of Confidential Information, and/or infringing use of the CCG Technology or any threat thereof, would likely cause CCG or its licensors irreparable harm that could not be fully remedied by monetary damages. Thus, you agree that CCG or its licensors will have the right, in addition to any other remedy available to it, to injunctive or other equitable relief from a court of competent jurisdiction, without proof of actual damages, and without payment of any bond, as may be necessary to prevent any unauthorized use or disclosure of the CCG Confidential Information and/or infringing use of the CCG Technology.

CCG reserves the right to periodically update, change, or revise its EULA. In addition, Updates may be licensed to you by CCG with additional or different terms. This EULA and any Agreement is the entire agreement between CCG and you relating to the Software Solutions, Documentation, and Appliance, and supersedes any prior representations, discussions, undertakings, communications, or advertising relating to the Software Solutions and Appliance. If you have been provided a later version of this EULA with any Agreement, then hat
version of the EULA will control with respect to any conflict between the EULAs. The latest version of the EULA is posted on the CCG Website, which shall control in the event of a dispute.

If any part of this EULA is found void or unenforceable, it will not affect the validity of the balance of this EULA, which shall remain valid and enforceable according to its terms.

The headings in this EULA are for convenience and will not be used to interpret this EULA or any Agreement.

Except where otherwise indicated by context, any masculine term used in this EULA also includes the feminine, the plural includes the singular, and the singular includes the plural.

All notices required to be sent shall be sent to the addresses, facsimile numbers, or email addresses provided to CCG when you activated the Software Solutions under this EULA or as provided under any Agreement, and shall be deemed given (i) on the date of mailing, if sent by certified mail or by a nationally recognized overnight courier (e.g. Federal Express, UPS, etc.), or (ii) on the date sent, if sent by facsimile transmission or email, provided confirmation of receipt is received. In the event notice is sent under clause (i), postage or delivery costs shall be prepaid. The addresses, facsimile numbers, or email addresses may be changed by each of the parties from time to time by providing notice to the then current address, facsimile number, or email address of the party to receive notice.

No failure, delay or omission by a party in exercising any right, power or remedy provided by law or equity under this EULA shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy. No single or partial exercise of any right, power or remedy provided by law or equity under this EULA shall prevent any future exercise of it or the exercise of any other right, power or remedy. A waiver of any term, provision, condition or breach of this EULA shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.

Any terms of this EULA which by their nature extend beyond expiration or termination of this EULA shall remain in effect until fulfilled and shall bind the parties and their legal representatives, successors, heirs and assigns.

In the event of a dispute between the parties, the parties agree to mediate their dispute with a neutral mediator prior to proceeding with any legal action.