punq™ Clickwrap Software License Agreement

IMPORTANT READ CAREFULLY: THIS IS A LEGAL AGREEMENT BETWEEN YOU AND STI LAYERX, INC. (“LAYERX”) FOR THE LAYERX SOFTWARE PRODUCT ACCOMPANYING THIS AGREEMENT, WHICH MAY INCLUDE COMPUTER SOFTWARE (INCLUDING SOFTWARE AND THIRD PARTY SOFTWARE, AS DEFINED BELOW), ASSOCIATED MEDIA, PRINTED MATERIALS AND ONLINE OR ELECTRONIC DOCUMENTATION (COLLECTIVELY, “PRODUCTS”). BEFORE CONTINUING WITH THE INSTALLATION AND USE OF THE SOFTWARE, YOU MUST READ, ACKNOWLEDGE AND ACCEPT THE TERMS AND CONDITIONS OF THE SOFTWARE LICENSE AGREEMENT THAT FOLLOWS (“AGREEMENT”).

In consideration of the promises contained herein, you agree as follows:

1. DEFINITIONS. Whenever used in this Agreement, the following terms shall have the meaning ascribed to them below. Other capitalized terms used in this Agreement are defined in the context in which they are used and shall have the meanings ascribed therein. The terms defined in this section or elsewhere in this Agreement include the plural as well as the singular.

1.1 “Software” means LayerX's proprietary software provided by LayerX to you, including upgraded, modified or enhanced versions provided by LayerX to you. Software does not include Third Party Software.

1.2 "Third Party Software" means any software delivered by LayerX to you under this Agreement that is proprietary to a third party.

1.3 "User" means a hardware appliance that is authorized to access and use the Software and Third Party Software.

2. SOFTWARE.

2.1 License. LayerX grants to you a non-transferable, non-exclusive license for your Users to access and use the Software (in object code form only), all accompanying written materials describing the use and operation of the Software (the "Documentation") and the Third Party Software (in object code form only) in accordance with the terms and conditions of this Agreement. You acknowledge that certain Third Party Software is integrated with the Software and that your rights with respect to the Third Party Software are subject to the additional terms and conditions set forth in the attached Schedule 1.

2.2 Use Restrictions. All rights not expressly granted herein are retained by LayerX. The Software provided hereunder is for your use only and you may not resell, rent, lease or sublicense the Software or Third Party Software or use the Software or Third Party Software to operate in or as a time-sharing, outsourcing, service bureau, hosting, application service provider or managed service provider environment. your rights under this Agreement may not be assigned, delegated or otherwise transferred without the prior written consent of LayerX, such consent not to be unreasonably withheld.

2.3 Copy Restrictions. The Software, the Documentation and the Third Party Software are or may be protected, among other ways, by federal copyright law and international treaties. Customer may not copy the Software, the Third Party Software, or the Documentation. You shall not under any circumstances, and shall not permit a third party to: (a) decompile, disassemble, reverse engineer or otherwise attempt to reconstruct or discover the source code of the Software or the Third Party Software; or (b) prepare derivative works of or otherwise modify the Software or Third Party Software; or (c) change or remove any product identification, copyright, trademark or other notice from the Software, the Documentation or the Third Party Software.

2.4 Ownership. This license is not a sale of the Software, the Documentation, the Third Party Software or any copy of the Software, the Documentation or the Third Party Software. The organization, structure, sequence, logic and source code of the Software and the Third Party Software constitute valuable trade secrets of LayerX and/or the applicable third parties. All worldwide ownership of, and all right, title and interest in and to, the Software, the Documentation and the Third Party Software, the Documentation and the Third Party Software including, without limitation, all intellectual property rights therein and thereto, are and shall remain exclusively in LayerX or the applicable third party.

2.5 Compliance Checks. If requested by LayerX, you agree to cooperate with LayerX's performance of an audit of your use of the Software, the Documentation and/or the Third Party Software at your site(s) during normal business hours to ensure compliance with the terms of this Agreement.

3. CONFIDENTIAL INFORMATION. You shall protect as confidential, and shall not disclose to any third party, any of LayerX’s Confidential Information received from LayerX, including, but not limited to, the terms of this Agreement, and any information relating to LayerX’s technology, business affairs, and marketing or sales plans (collectively the "Confidential Information"). You shall use Confidential Information only for purposes of performing obligations and/or receiving the benefits of this Agreement. The Software, the Documentation and the Third Party Software shall constitute LayerX Confidential Information in perpetuity.

4. WARRANTY DISCLAIMERS; LIMITATION OF LIABILITY.

4.1 Disclaimer of Warranties. THE PRODUCTS ARE PROVIDED BY COMPANY AND ITS SUPPLIERS “AS IS”. WITH RESPECT TO THE PRODUCTS, COMPANY AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND OR NATURE, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ALL WARRANTIES AND CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRATNTIES ARISING FROM COURSE OF DEALING, CUSTOM OR USAGE OF TRADE. COMPANY IS NOT OBLIGATED TO PROVIDE SUPPORT OF ANY KIND FOR THE PRODUCTS. WITHOUT LIMITING ANY OF THE FOREGOING, COMPANY DOES NOT WARRANT THAT THE SOFTWARE OR THIRD PARTY SOFTWARE WILL OPERATE ERROR FREE OR UNINTERRUPTED, OR WILL MEET YOUR REQUIREMENTS.

4.2 Liability Limitations. IN NO EVENT SHALL COMPANY AND/OR ITS SUPPLIERS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE TO OR THROUGH YOU FOR DIRECT, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, TREBLE, OR EXAMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS, REVENUE, PROFITS, OR GOODWILL, LOSS OF DATA, SOFTWARE, USE, BUSINESS OR BUSINESS INFORMATION, BUSINESS INTERRUPTION, OR OTHER ECONOMIC DAMAGE, AND FURTHER INCLUDING INJURY TO PROPERTY, AS A RESULT OF USE OR INABILITY TO USE THE PRODUCTS OR BREACH OF ANY OTHER TERM OF THIS AGREEMENT, UNDER ANY THEORY OF TORT, CONTRACT, INDEMNITY, WARRANTY OR STRICT LIABILITY, REGARDLESS OF WHETHER COMPANY AND/OR ITS SUPPLIERS WERE ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

5. TERMINATION. LayerX may terminate this Agreement immediately if you violate any of the license terms set forth in Section 2. Upon termination, You agree to promptly remove all complete and partial copies of the Software and Third Party Software from any and all computer storage devices, and destroy the Software, all Documentation and all Third Party Software. At LayerX's request, an authorized senior executive of You shall certify in writing to LayerX that all complete and partial copies of the Software, the Documentation and the Third Party Software have been destroyed and that none remain in your possession or under its control. The provisions of this Agreement that would, by their nature or through the express terms of this Agreement, survive the termination or expiration of this Agreement shall so survive.

6. MISCELLANEOUS.

6.1 Applicable Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Texas without regard to its choice or conflicts of law principles. Application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. The parties agree that the Uniform Computer Information Transactions Act or any version thereof, adopted by any state in any form ("UCITA"), shall not apply to this Agreement and, to the extent that UCITA is applicable, the parties agree to opt-out of the applicability of UCITA pursuant to the opt-out provision(s) contained therein.

6.2 Export; Compliance; Government Restrictions.

a. You acknowledge that certain software and technical data that may be provided hereunder may be subject to export and re-export controls under the U.S. Export Administration Regulations and/or similar regulations of the U.S. or any other country. You shall not export or re-export any such software or technical data or any direct product thereof in violation of any such laws.

b. You shall comply with all laws and regulations including, without limitation, import and customs laws and regulations.

c. If the Software is acquired by or for the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the U.S. Government’s rights in the Software will be only as set forth in the Agreement, and You agree: (i) with respect to civilian agencies, that the Software is "commercial computer software" and related documentation licensed in accordance with the Federal Acquisition Streamlining Act of 1994 (FASA) and in accordance with the terms of this commercial computer software license as specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its successors; or (ii) with respect to defense agencies, the Software is licensed in accordance with 48 C.F.R. 227.7202 of the DoD FAR Supplement and its successors. You acknowledge that the Software is unpublished and that all rights are reserved under the copyright laws of the United States.

6.3 Assignment. You may not assign this Agreement or any of its rights hereunder without the prior written consent of LayerX.

6.4 Use of Service Marks, Trademarks and Name. Without LayerX’s prior written approval, you shall not: (a) use any of LayerX’s service marks or trademarks; or (b) refer to LayerX in connection with any advertising, promotion, press release or publication. Under no circumstances shall a party, as a result of this Agreement, obtain any ownership interest or other right in any patents, pending patents applications, trade secrets, copyrights, names, trademarks, trade names, service marks, logos or other intellectual property rights.

6.5 Entire Agreement. This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof. No prior or contemporaneous representations, expressions, or agreements, either written or oral, or any handwritten modifications, any course of dealing, usage of trade or course of performance under this or other agreements shall alter the terms of this Agreement.

IN WITNESS WHEREOF, you agree to be bound by this Agreement and shall be deemed to have accepted the terms and conditions of this Agreement by your installation and use of the Products.

SCHEDULE 1

THIRD PARTY SOFTWARE TERMS*

ADOBE AIR

You acknowledge that the Software includes Third Party Software that is subject to the terms and conditions of a certain license agreement between LayerX and Adobe Systems Incorporated. The rights granted by LayerX to you under this Agreement are limited by the terms of such agreement. Additionally, the following trademark and copyright notice applies to such Third Party Software: “Adobe® AIRTM. Copyright © 2007 – 2008. Adobe Systems Incorporated. All Rights Reserved. Adobe and Adobe AIR are either trademarks or registered trademarks in the United States and/or other countries.”

BOOST

You acknowledge that the Software includes Third Party Software that is subject to the terms and conditions of a certain Boost Software License, a current version of which is located at http://www.boost.org/users/license.html and entirely incorporated herein by reference. You may not use software distributed under the Boost Software License except in compliance with the terms of the Boost Software License.

EXPAT

You acknowledge that the Software includes Third Party Software that is subject to the terms and conditions of a certain Expat License, a current version of which is set forth below. You may not use software distributed under the Expat License except in compliance with the Expat License.

“Expat License

Copyright (c) 1998, 1999, 2000 Thai Open Source Software Center Ltd and Clark Cooper

Copyright (c) 2001, 2002 Expat maintainers.

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.”

ZLIB

You acknowledge that the Software includes Third Party Software that is subject to the terms and conditions of a certain Zlib License, a current version of which is available at http://www.zlib.net/zlib_license.html and entirely incorporated herein by reference. You may not use software distributed under the Zlib License except in compliance with the Zlib License.

* Third Party Software Terms are subject to modification from time-to-time, which shall be effective upon written notification from LayerX.