UnboundID Corp. End User License Agreement THIS END USER LICENSE AGREEMENT (THIS "AGREEMENT") SETS FORTH THE TERMS AND CONDITIONS ON WHICH UNBOUNDID CORP. ("UNBOUNDID") IS WILLING TO ALLOW YOU (IF YOU ARE INSTALLING THE LICENSED SOFTWARE ON YOUR OWN BEHALF) OR THE BUSINESS ENTITY THAT IS YOUR EMPLOYER (IF YOU ARE INSTALLING THE LICENSED SOFTWARE IN YOUR CAPACITY AS AN EMPLOYEE OR AGENT OF A BUSINESS ENTITY) (IN EITHER CASE, "YOU" OR "LICENSEE") TO ACCESS AND USE CERTAIN SOFTWARE AND ASSOCIATED MEDIA, PRINTED MATERIALS, AND ONLINE OR ELECTRONIC DOCUMENTATION (COLLECTIVELY, THE "LICENSED MATERIALS", AS FURTHER DEFINED BELOW). THIS AGREEMENT IS A BINDING LEGAL AGREEMENT BETWEEN LICENSEE AND UNBOUNDID AND REPRESENTS THE ENTIRE UNDERSTANDING BETWEEN LICENSEE AND UNBOUNDID WITH REGARD TO THE LICENSED MATERIALS. IF THIS AGREEMENT IS CONSIDERED TO BE AN OFFER BY UNBOUNDID, ACCEPTANCE IS EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS SET FORTH HEREIN. BY YOUR EXPRESSION OF ASSENT IN ANSWER TO THE QUESTION "DO YOU ACCEPT ALL THE TERMS OF THE PRECEDING LICENSE AGREEMENT?" YOU INDICATE THAT YOU INTEND YOUR EXPRESSION OF ASSENT TO SERVE AS YOUR SIGNATURE TO THIS AGREEMENT AND TO HAVE THE SAME FORCE AND EFFECT AS THE USE OF A MANUAL SIGNATURE, AND IF YOU ARE INSTALLING THE SOFTWARE IN YOUR CAPACITY AS AN EMPLOYEE OR AGENT OF A BUSINESS ENTITY, YOU WARRANT THAT YOU ARE AUTHORIZED TO LEGALLY BIND SUCH ENTITY TO THIS AGREEMENT. IF YOU CANNOT MAKE SUCH WARRANTY OR IF LICENSEE DOES NOT AGREE TO OR CANNOT COMPLY WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, (1) YOU MUST NOT EXPRESS ASSENT TO THE QUESTION "DO YOU ACCEPT ALL THE TERMS OF THE PRECEDING LICENSE AGREEMENT?" AND (2) YOU MUST DESTROY ALL COPIES OF THE LICENSED MATERIALS IN YOUR POSSESSION IMMEDIATELY. 1 Definitions. 1.1 CDDL means the Common Development and Distribution License version 1.0 (http://www.unboundid.com/cddl.html), and terms defined therein. 1.2 CDDL Work means any work which is licensed under the CDDL. 1.3 Confidential Information means all nonpublic information, including, without limitation, business, financial and technical information, reasonably considered by a party to be valuable and proprietary and disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") before, on or after the Effective Date. Confidential Information may also include proprietary or confidential information of third parties that have disclosed such information to a party hereto in the course of its business. Confidential Information will not include information that the Receiving Party can prove (a) was already in its possession prior to disclosure by the Disclosing Party; (b) is independently developed by personnel of the Receiving Party who did not have access to the Disclosing Party's Confidential Information; (c) is obtained from a third party who is not prohibited from transmitting the information to the Receiving Party by a contractual, legal or fiduciary obligation; or (d) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party. 1.4 Disclosing Party has the meaning set forth in Section 1.3 above. 1.5 Documentation means the documentation provided with the Licensed Software to explain its operation and use. 1.6 Effective Date means the date You express your assent to the terms of this Agreement. 1.7 Fees has the meaning specified in Section 6 below. 1.8 Licensed Materials means the Licensed Software and Documentation. 1.9 Licensed Software means the UnboundID Software and Third Party Software, and patches, updates, upgrades, modifications or new releases thereof that may be provided by UnboundID to Licensee from time to time as part of Technical Support. 1.10 License Period means the period of time for which Licensee has paid for and is granted the right to use the Licensed Software. 1.11 Oracle means Oracle USA, Inc. 1.12 Oracle Software means any Oracle software or documentation included in the Licensed Materials including, without limitation, Berkeley DB Java Edition Transaction Data Store. 1.13 Receiving Party has the meaning set forth in Section 1.3 above. 1.14 Scope of Use has the meaning specified in Section 2.3.1. 1.15 Technical Support means maintenance and support services for the Licensed Software. 1.16 Technical Support Policy has the meaning specified in Section 12. 1.17 Technical Support Period means the period of time in which Licensee has paid for and is receiving Technical Support. 1.18 Term has the meaning specified in Section 7.1. 1.19 Third Party Licensor means the owner or licensor of any Third Party Software including, but not limited to, Oracle. 1.20 Third Party Software means the object code version of any third party software that is distributed with or integrally incorporated into the UnboundID Software. 1.21 UnboundID Software means the software that this Agreement accompanies, which may include but is not necessarily limited to, the object code version of UnboundID Data Store (Directory Server), UnboundID Proxy Server, UnboundID Data Sync Server, UnboundID Metrics Engine, UnboundID LDAP SDK for Java, and UnboundID Data Broker and any source code that is generally made available by UnboundID as part of the UnboundID Software. 2 Grant of License and Restrictions on Use. 2.1 UnboundID hereby grants Licensee, and only to Licensee, a non-exclusive, non-sublicensable, non-transferable license to install, access and use the Licensed Software during the License Period in accordance with the Documentation for internal use only. The foregoing license will apply to Licensee and its officers, employees, authorized agents and independent contractors using the Licensed Software on Licensee's behalf (provided that such individuals and entities have agreed in writing to be bound by all applicable restrictions and other relevant terms and conditions of this Agreement) and Licensee is liable for use of the Licensed Software by such individuals. Except as expressly stated herein, Licensee will have no right to receive or review the source code version of any portion of the Licensed Software. The Licensed Software is licensed as a single product; its component parts may not be separated. UnboundID reserves all rights not expressly granted herein. 2.2 Licensee may make a sufficient number of copies of Licensed Materials for the licensed use. Licensee must reproduce and include the copyright notice and any other notices that appear on the original Licensed Materials on any copies thereof. 2.3 Acknowledging that such actions are outside the scope of the license granted herein, and subject to the limited exception in Section 4 below, Licensee will not (and will not allow any third party to): 2.3.1 allow use of any of the Licensed Software beyond the scope of use (the "Scope of Use") for which Fees have been paid by Licensee); 2.3.2 except as provided in Section 2.2 above, copy the Licensed Materials; 2.3.3 reverse engineer (unless required by law for interoperability), disassemble or decompile the Licensed Software (including, but not limited to, any review of data structures or similar materials produced by the Licensed Software); 2.3.4 remove or modify any product identification, markings, copyright or other notices from the Licensed Materials (including, but not limited to, any notice of UnboundID's or any Third Party Licensor's or its licensor's proprietary rights); 2.3.5 sell, distribute, provide, lease, lend, rent, outsource, host or use for timesharing or service bureau purposes or otherwise use or allow others to use the Licensed Software to or for the benefit of third parties; 2.3.6 except as expressly specified in the Documentation, incorporate the Licensed Software into or with other software; or 2.3.7 modify or create a derivative work of any part of the Licensed Software. 2.4 With respect to, and solely with respect to, the source code form of any CDDL Works in the Software, the restrictions stated in the Section 2.3 above are null and void to the extent they alter or restrict the CDDL or the recipients' rights thereunder. The restrictions on the source code form of any CDDL Works in the Licensed Software are as stated in the CDDL. 2.5 Licensee recognizes and agrees that there may be no adequate remedy at law for a breach of this Section 2, that such a breach may irreparably harm UnboundID, and that UnboundID is entitled to equitable relief (including, without limitation, injunctions, and without the posting of a bond) with respect to any such breach or potential breach in addition to any other remedies. 3 Intellectual Property Ownership. The Licensed Materials are protected by copyright laws, international copyright treaties, and other intellectual property laws and treaties. Subject to Section 4 below, UnboundID or its Third Party Licensors (and their licensors, if applicable) retain all ownership of, and intellectual property rights in (including copyright), the Licensed Materials and all copies thereof. The Licensed Software is licensed, not sold. 4 CDDL/Open Source Software. The Licensed Software may include CDDL Works. With respect to any such CDDL Works: (a) upon written request by the Licensee, UnboundID will provide copies of the source code and other materials subject to and pursuant to the terms of the CDDL; (b) WARRANTY, SUPPORT, INDEMNITY OR LIABILITY OBLIGATIONS OFFERED HEREIN, IF ANY, ARE OFFERED BY UNBOUNDID AND NOT BY ANY OTHER CONTRIBUTOR OR INITIAL DEVELOPER OF ANY SUCH CDDL WORK; and (c) ANY AND ALL TERMS IN THIS AGREEMENT WHICH DIFFER FROM THE CDDL ARE OFFERED BY UNBOUNDID ALONE AND NOT BY ANY OTHER CONTRIBUTOR OR INITIAL DEVELOPER OF ANY SUCH CDDL WORK. 5 Oracle Components. The following terms apply to Oracle Software: 5.1 The Oracle Software may only be used by the legal entity that is the Licensee under this Agreement. 5.2 The Oracle Software is subject to a restricted license; Licensee may not use the Oracle Software beyond the Scope of Use and may only use the Oracle Software in conjunction with the Licensed Software. 5.3 Licensee may not assign, give or transfer the Oracle Software or an interest therein to another individual or entity (in the event Licensee grants a security interest in Oracle Software, the secured party has no right to use or transfer the Oracle Software). 5.4 Licensee may not disclose to persons other than Licensee any content which uses or references the Oracle Software including, but not limited to, developed extensions (in source or compiled form), test or benchmark results, or evaluation documents. 5.5 Licensee is not permitted to modify the Oracle Software. 5.6 The Oracle Software may include source code that Oracle may provide as part of its standard shipment of such Oracle Software, which source code will be governed by the terms of this Agreement. 5.7 Third party technology that may be appropriate or necessary for use with some Oracle Software is specified in the Documentation or as otherwise notified by UnboundID, and such third party technology is licensed to Licensee only for use with the Licensed Software under the terms of the third party license agreement specified in the Licensed Materials or as otherwise notified by UnboundID and not under the terms of this Agreement. 5.8 To the extent permitted by applicable law, Oracle's liability for (1) any damages, whether direct, indirect, incidental, special, punitive or consequential and (2) loss of profits, revenue, data or data use, arising from the use of the Oracle Software are hereby expressly disclaimed. 5.9 In the event of termination of the license granted to Licensee in this Agreement, Licensee will promptly return to UnboundID the Oracle Software or, at UnboundID's request, destroy the Oracle Software and provide to UnboundID written certification that Licensee has destroyed the Oracle Software. 5.10 For all purposes of this Agreement, Oracle will be expressly deemed an intended third party beneficiary of this Agreement as it relates to Oracle Software and will have the right to enforce the terms and conditions of this Agreement solely as it relates to Oracle Software. 5.11 UnboundID will have the right to audit Licensee's use of the Oracle Software, and Licensee agrees that it will provide reasonable assistance and access to its facilities in the course of such audit. In addition, Licensee agrees that UnboundID may report the results of such audit to Oracle. 6 Fees. 6.1 In consideration of the licenses granted herein and Technical Support provided hereunder, Licensee will pay to UnboundID the then-current fees for the Licensed Software and Technical Support (collectively, the "Fees"), which Fees are exclusive of shipping, taxes and duties and all of which will be paid by Licensee. Payment obligations are non-cancelable and nonrefundable, and Licensee is responsible for paying all Fees payable for the Scope of Use requested, regardless of partial or full utilization within such Scope of Use. 6.2 All payments made by Licensee to UnboundID under this Agreement will be made in U.S. Dollars. Unless otherwise indicated, all payments due under this Agreement will be payable by Licensee within thirty (30) days after receipt of UnboundID's invoice, and are subject to all terms contained in the invoice, including late payment fees. 7 Term and Termination. 7.1 The initial term of this Agreement will commence on the Effective Date and will continue in effect for the period of time in which Licensee is an active subscriber to Technical Support (the "Term") unless earlier terminated pursuant to any of this Agreement's express provisions. 7.2 If a party should materially breach a provision of this Agreement, the other party may terminate this Agreement upon thirty (30) days written notice unless the breach is cured within the notice period. In addition, UnboundID may immediately terminate this Agreement upon written notice (a) if Licensee breaches the provisions of Section 8 below; or (b) if (i) a receiver is appointed for Licensee or its property, (ii) Licensee becomes insolvent or unable to pay its debts as they mature in the ordinary course of business or makes an assignment for the benefit of its creditors, or (iii) any proceedings (whether voluntary or involuntary) are commenced against Licensee under any bankruptcy, insolvency or debtor's relief law and such proceedings are not vacated or set aside within sixty (60) days from the date of commencement thereof. 7.3 All rights and licenses granted herein will simultaneously and automatically terminate upon expiration of the License Period or, if applicable, upon termination of this Agreement by UnboundID due to Licensee's uncured material breach. In addition, Licensee will, within five (5) days following such expiration or termination, (a) delete all copies or partial copies of the Licensed Materials installed on Licensee's computers; and (b) return to UnboundID all copies or partial copies of the Licensed Materials in Licensee's possession or, upon request by UnboundID, destroy all copies or partial copies of the Licensed Materials then in Licensee's possession or under Licensee's control and certify in writing to UnboundID that they have been destroyed. The provisions of Sections 2.3, 2.4, 2.5, 3, 5, 6, 7.3, 8, 10, 11, 13 and 15 will survive expiration or termination of this Agreement. 8 Confidentiality Obligations. 8.1 As between the Parties, the Confidential Information of each party will remain its sole property. 8.2 Confidential Information will be used by the Receiving Party only for purposes of, or as otherwise authorized by, this Agreement. During the Term of this Agreement and for a period of three (3) years thereafter, the Receiving Party will hold the Confidential Information of the Disclosing Party in strict confidence and protect such Confidential Information from disclosure using the same care it uses to protect its own Confidential Information of like importance, but not less than reasonable care. No Confidential Information will be disclosed by the Receiving Party without the prior written consent of the Disclosing Party, except that each party may disclose the terms of this Agreement and the other party's Confidential Information to its directors, employees, attorneys, agents, auditors, insurers and subcontractors only on a "need to know" basis in connection with their employment or engagement and who are obligated to keep such information confidential in a manner no less restrictive than set forth in this Section 8. The party employing or engaging such persons is responsible and liable for their compliance with such confidentiality obligations. If the Receiving Party is required to disclose the Disclosing Party's Confidential Information by law or a governmental authority, including pursuant to a subpoena or court order, such Confidential Information may be disclosed, provided that the Receiving Party (a) promptly notifies the Disclosing Party of the disclosure requirement, (b) cooperates with the Disclosing Party's reasonable efforts to resist or narrow the disclosure and to obtain an order or other reliable assurance that confidential treatment will be accorded the Disclosing Party's Confidential Information, and (c) furnishes only Confidential Information that the party is legally compelled to disclose according to advice of its legal counsel. 8.3 Both Parties acknowledge that any breach of this Section 8 would cause irreparable injury to the other for which monetary damages are not an adequate remedy. Accordingly, a party will be entitled to injunctions and other equitable remedies in the event of such a breach by the other. The right of each party to seek injunctive relief will not limit in any manner their respective rights to seek other and/or additional remedies at law or in equity. 9 Indemnification for Infringement. 9.1 UnboundID will defend, indemnify and hold Licensee harmless from liability resulting from infringement by the Licensed Software of any third party's patents, copyrights, trademarks, trade secrets or other proprietary rights, provided that (a) Licensee promptly notifies UnboundID of any threats, claims and/or proceedings related thereto; (b) Licensee gives UnboundID all reasonable assistance including, without limitation, providing information, documents and access to Licensee's employees; and (c) UnboundID will have sole control of the defense and/or settlement thereof. Licensee will be entitled to participate in any such action or proceeding at its own expense, with counsel of its own choosing. 9.2 In addition to indemnification obligations described above, if UnboundID determines that the Licensed Software or any portion thereof is or may be subject to an infringement claim, UnboundID may, at its option, (a) procure for Licensee the right to continue using the Licensed Software or portion thereof (as applicable) in accordance with this Agreement; or (b) replace or modify such Licensed Software or portion thereof (as applicable) so it becomes non-infringing, but substantially equivalent in functionality and performance. If UnboundID determines that neither of the remedies in this Section 9.2 are commercially practicable, Licensee will return the Licensed Software to UnboundID, UnboundID will refund to Licensee the unamortized portion of Fees actually paid to UnboundID by Licensee for such Licensed Software or portion thereof (as applicable), as amortized on a straight-line basis over three (3) years from the Effective Date, and this Agreement (and Licensee's license rights) will automatically terminate upon Licensee's receipt of such refund. 9.3 The indemnification obligation of UnboundID does not apply to the extent any infringement claim is based, in whole or in part, on (a) modifications to the UnboundID Software made in whole or in part in accordance with Licensee's specifications; (b) modifications made to the UnboundID Software by or on behalf of Licensee after delivery by UnboundID that are not in accordance with this Agreement or the Documentation; (c) the combination of the UnboundID Software with other products, processes or materials not supplied by UnboundID, if the alleged infringement relates to such combination; or (d) Licensee's continuation of allegedly infringing activity after UnboundID provides and implements, at UnboundID's sole expense, modifications that would have avoided the alleged infringement when such modifications are not fully implemented. In addition, UnboundID's obligations hereunder will not apply to any alleged infringement occurring after Licensee has received notice of such suit or proceeding or other communication alleging the infringement unless UnboundID has given written permission for continued use of the UnboundID Software. THE PROVISIONS OF THIS SECTION 9 ARE IN LIEU OF ANY WARRANTIES OF NONINFRINGEMENT, EXPRESS OR IMPLIED, WHICH ARE HEREBY DISCLAIMED. THE REMEDIES SET FORTH IN THIS SECTION 9 CONSTITUTE UNBOUNDID'S SOLE LIABILITY AND LICENSEE'S EXCLUSIVE REMEDY FOR PROPRIETARY RIGHTS INFRINGEMENT. 10 WARRANTY; DISCLAIMER. 10.1 Each party represents, warrants and covenants to the other Party that: (a) it is duly organized, validly existing and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses and authorizations granted under this Agreement; (c) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and (d) when executed and delivered by both parties, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms. 10.2 UnboundID warrants to Licensee that the Licensed Software, in the form provided by UnboundID: (a) when used in accordance with the Documentation, will perform in substantially in accordance with the Documentation during the Technical Support Period; and (b) does not contain any virus, trojan horse, worm, backdoor, time bomb, drop dead device, or similar malicious code designed to disrupt, disable, harm or otherwise impede the operation of the Licensed Software or permit remote access and/or disruption to the Licensed Software by unauthorized parties. UnboundID further warrants to Licensee that it will perform the Technical Support in a professional manner consistent with industry standards. 10.3 EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE LICENSED MATERIALS ARE PROVIDED "AS IS" AND NEITHER UNBOUNDID NOR ITS THIRD PARTY LICENSORS WARRANT THAT THE LICENSED MATERIALS WILL BE ERROR-FREE, VIRUS-FREE, WILL PERFORM IN AN UNINTERRUPTED, SECURE OR TIMELY MANNER, OR WILL INTEROPERATE WITH OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA. TO THE MAXIMUM EXTENT ALLOWED BY LAW, ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF UNBOUNDID HAD BEEN INFORMED OF SUCH PURPOSE), OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS ARE HEREBY DISCLAIMED. No employee, agent, representative or affiliate of UnboundID has authority to bind UnboundID to any oral representations or warranty concerning the Licensed Materials. Any written representation or warranty not expressly contained in this Agreement is unenforceable. 11 Limitation of Liability. IN NO EVENT WILL UNBOUNDID, OR ANY OF ITS THIRD PARTY LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY (a) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES OR PROFITS, (b) LOSS OF GOODWILL OR REPUTATION, (c) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY LICENSED SOFTWARE OR OPEN-SOURCE COMPONENTS OR OTHER THIRD-PARTY MATERIALS, (d) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, (e) COST OF REPLACEMENT GOODS OR SERVICES, OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, IN EACH CASE REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 12 Technical Support. Technical Support is provided by UnboundID as described in UnboundID's then-current Customer Support Policy, the terms of which may be modified from time to time. UnboundID will provide the level of Technical Support for which applicable Technical Support Fees have been paid by Licensee. No obligation of UnboundID to provide Technical Support will survive termination of this Agreement or the license granted herein. 13 Insurance. During the Technical Support Period, UnboundID will maintain in full force and effect the insurance outlined below. Proof of insurance will be provided indicating Licensee as additional insured. All insurance shall be written through companies having an A.M. Best's rating of at least A VII or with such other companies as may reasonably be approved by Licensee. 13.1 Commercial General Liability Insurance with limits of not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. Coverage includes the following: blanket contractual liability, products and completed operations, independent contractors, severability of interest against all parties described as additional insureds. 13.2 Workers' Compensation Insurance in compliance with statutory limits and Employer's Liability Insurance with limits of not less than one million dollars ($1,000,000). 13.3 Automobile Liability Insurance covering liability arising out of any auto (owned, hired and non-owned) if used in connection with work to be performed under this Agreement, with limits of not less than one million dollars ($1,000,000) per occurrence for bodily injury and property damage. 13.4 Umbrella Liability insurance covering liability arising out of Commercial General Liability, Employer's Liability and Automobile Liability Insurance with limits of not less than four million dollars ($4,000,000). 13.5 Errors and Omissions Liability Insurance of one million dollars ($1,000,000) per occurrence to cover damages arising out of negligent acts, errors or omissions committed by UnboundID, UnboundID's employees or agents, any and all subcontractors, or anyone directly or indirectly employed by UnboundID 13.6 Fidelity Bond or Crime Insurance covering any loss caused by the dishonest, fraudulent or malicious acts of UnboundID or any subcontractor's employees or mysterious disappearance, with limits of not less than one million dollars ($1,000,000). This insurance shall be maintained during the Term of this Agreement and for at least two years thereafter. 14 Export Restrictions. The Licensed Materials are subject to all applicable import and export laws of the United States, including, but not limited to, the U.S. Export Administration Regulations ("EAR" located at 15 C.F.R. Sections 734 et seq). Licensee agrees that it will be solely responsible for compliance with all such laws and will indemnify UnboundID for any penalties, losses, fines, as well as all costs and other expenses incurred by UnboundID as a result of any violation or alleged violation of export laws by Licensee. Licensee agrees that: (a) it will not export, re-export, or transfer, directly or indirectly, the Licensed Materials to any person, firm or country on the Denied Persons List, Entity List, Debarred Parties or Specially Designated Nationals lists, countries supporting terrorist activities or any other country or entity designated by the U.S. Government as prohibited by U.S. law, or nationals thereof; and (b) it is not located in such a country or on such a list. Licensee agrees that it will not transfer, export or re-export, directly or indirectly, the Licensed Software for use or to users in military or proliferation activities (nuclear, missile, chemical or biological weapons) without U.S. Government authorization (by export license or regulation). Licensee agrees that, upon request, it will provide additional end use/end user information or written acceptance of requirements and responsibilities to comply with U.S. export license requirements. Licensee agrees to be bound by any future modifications of the list of restricted destinations by amendments to the EAR or other U.S. government regulations. These requirements will survive expiration or termination of this Agreement. 15 Miscellaneous. 15.1 This Agreement and performance hereunder will be governed by and construed in accordance with the laws of the State of Texas without regard to its conflict of laws rules. Any disputes related to this Agreement will be exclusively litigated in the state or federal courts located in Travis County, Texas, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. 15.2 If any provision of this Agreement will be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will in no way be affected or impaired thereby. 15.3 Licensee may not sublicense, assign, or transfer its rights, duties or obligations under this Agreement to any person or entity, in whole or in part, without the prior written consent of UnboundID. Any purported sublicense, assignment, or transfer in violation of this Section 15.3 is void. This Agreement is binding on and inures to the benefit of the parties hereto and their respective permitted successors and assigns. 15.4 The Uniform Computer Information Transactions Act does not apply to this Agreement. 15.5 THIS AGREEMENT CONSTITUTES A BINDING LEGAL AGREEMENT BETWEEN LICENSEE AND UNBOUNDID AND REPRESENTS THE ENTIRE UNDERSTANDING BETWEEN LICENSEE AND UNBOUNDID WITH REGARD TO THE LICENSED MATERIALS. No conflicting provision of any other agreement between Licensee and UnboundID or in any purchase order, acknowledgement or other business form that Licensee may use in connection with the acquisition or licensing of the Licensed Materials will have any effect on the rights, duties or obligations of the parties under, or otherwise modify, this Agreement. 15.6 Headings contained in this Agreement are inserted for convenience of reference only and will not in any way define or affect the meaning or interpretation of any provision of this Agreement. 15.7 No modification of, amendment or addition to this Agreement is valid or binding unless set forth in writing and fully executed by both parties hereto. Any waiver of any right or remedy under this Agreement must be in writing and signed by each party. No delay in exercising any right or remedy will operate as a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be construed as a waiver of any right or remedy on any future occasion. 15.8 Any notices, requests and other communications under this Agreement will be in writing and will be delivered in person or sent by nationally recognized overnight courier service or by facsimile transmission or e-mail (with confirmation of receipt), as follows: (a) if to Licensee, at the address, facsimile number or e-mail address provided by Licensee during the registration process; and (b) if to UnboundID, to the attention of Accounting, 13809 Research Blvd., Suite 500, Austin, TX 78750, fax (512) 600-7799 or accounting@unboundid.com or as otherwise designated in writing from time to time by a party. Unless otherwise provided, notice will be effective on the date it is officially recorded as delivered, as evidenced by delivery receipt or equivalent.