EULA

CCG provides the following types of licenses:

You are required to activate the Software 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:

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 a one-year period, except that if you received an Evaluation License for the Software, 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 will remain in effect until terminated.

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

“Commercial Computer Software,” and “Computer Software Documentation” as those terms are defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end-users (a) only as Commercial Computer Software and Commercial Computer Software Documentation, and (b) with only those rights as are granted to all other end-users pursuant 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 Unpublished-rights reserved under the copyright laws of the United States.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 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 Agreement, 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 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, DAMAGE TO DATA, OR ANY OTHER PECUNIARY LOSS, ARISING OUT OF THE USE, PARTIAL USE, OR INABILITY TO USE THE SOFTWARE OR APPLIANCE, OR RELIANCE ON OR PERFOMANCE OF THE SOFTWARE OR APPLIANCES, 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, (ii) ANY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY, OR (iii) ANY CLAIMS AGAINST YOU BY ANY OTHER PARTY. IN ANY CASE, CCG’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO A MAXIMUM OF UP TO $10.  YOU AGREE TO RETURN, AT YOUR EXPENSE, THE APPLIANCES, AND UNINSTALL ALL COPIES OF THE SOFTWARE. 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 AGREEMENT.

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 defend, indemnify and hold harmless the CCG Parties from and against all liabilities, costs and expenses, including reasonable attorneys’ and experts’ fees, related to or arising from your use of the Software, Appliances, or any other equipment used in connection with the cybersecurity monitoring (or the use of the Software, Appliances, or any other equipment by anyone else): (a) in violation of applicable laws, regulations, or this Agreement; or (b) 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, 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 of these third-party offerings, the offerings and your use of them will be governed by any 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, except that (i) if you are a U.S. Government entity, this agreement 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 in the State of Maryland. This choice of jurisdiction does not prevent either party from seeking injunctive relief in any appropriate jurisdiction with respect to a violation of intellectual property rights. This EULA will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

You agree that any unauthorized use or disclosure of the Confidential Information, 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 Confidential Information.

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, Documentation, and Appliance, and supersedes any prior representations, discussions, undertakings, communications, or advertising relating to the Software and Appliance. If you have been provided a later version of this EULA with any Agreement, then that 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 under thisEULA 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 the 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 Agreement 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 Agreement 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 tomediate their dispute with a neutral mediator prior to proceeding with any legal action.