PLEASE READ THIS AGREEMENT (“LICENSE AGREEMENT”) CAREFULLY

EULA as of the Effective Date. Subject to change by NeuShield, as per below

Last modified: March 14, 2018

YOU MAY NOT USE NEUSHIELD PROVIDED SOFTWARE AND SERVICES UNLESS YOU AGREE TO THESE PROVISIONS.  BY USING THIS SOFTWARE AND/OR SERVICE, YOU AGREE TO ALL OF THESE PROVISIONS.

This Software License Agreement (the “Agreement”) is between NeuShield, Inc. (“NeuShield”) and you as the individual, the company, or the legal entity (“Customer” or “You”) that wishes to purchase, or has purchased, one or more license(s) to use NeuShield’s proprietary software (the “Software”) and online services (the “Services”) and documentation (the “Documentation”).  If the Software is an updated or new version of any software for which you have previously executed a written software license agreement with NeuShield (the “Original Software License Agreement”), the terms of this Agreement shall apply and supersede the terms of such Original Software License Agreement.  NeuShield is willing to grant Customer the following license to use the Software and Service according to this Agreement only if Customer agrees to be bound by all of the terms of this Agreement.

BY CLICKING “I AGREE”, OR BY TAKING ANY STEP TO INSTALL AND USE THIS SOFTWARE, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT.  IF CUSTOMER DOES NOT AGREE TO ANY OF THE TERMS BELOW, NEUSHIELD IS UNWILLING TO LICENSE THE SOFTWARE AND DOCUMENTATION TO CUSTOMER, AND CUSTOMER SHOULD DISCONTINUE THE INSTALLATION PROCESS.  IN SUCH CASE, ANY AMOUNTS ALREADY PAID BY CUSTOMER FOR THE SOFTWARE AND DOCUMENTATION SHALL BE REFUNDED BY NEUSHIELD.

We reserve the right, at any time, to update and change any or all of this EULA, in our sole discretion. If we do so, we will post the modified version of this EULA on the website https://www.neushield.com/. Continued use of the Software or Services after any such changes have been made shall constitute your consent to such changes. You are responsible for regularly reviewing the most current version of this EULA. When we change this EULA, we will modify the “Last modified” date above.

1.         ORDERING AND DELIVERY OF PRODUCTS; LICENSE GRANTS.
1.1       Grant of License. Subject to the terms and conditions of this Agreement (including Customer’s obligation to pay all fees applicable hereunder), NeuShield hereby grants to Customer and its wholly-owned subsidiaries certain rights to use the Software and Services during the Service Period.  The “Service Period” shall begin on (a) the date of Your initial installation or use of the Software and Services on a computer, virtual environment, mobile or mobile computing device (a “Device”), or (b) if You received the Software and Services as part of a multiple product offering, the date of Your initial installation or use of the Software and Services or any other software product or mobile application included in such offering on a Device, or (c) if You obtained the rights to use the Software and Services as described in this License Agreement from a NeuShield authorized service provider (“Service Provider”) the date determined by such Service Provider.  The Service Period shall last for the period of time set out in the Documentation or the applicable transaction documentation from the authorized distributor, reseller, or Service Provider from which You obtained the Software and Services.     The Software and Services may automatically deactivate and become non-operational at the end of the Service Period, and You will not be entitled to receive any feature or content updates to the Software and Services unless the Service Period is renewed.  Subscriptions for renewals of the Service Period will (i) be available in accordance with NeuShield’s support policy posted at https://www.neushield.com/ or (ii) be provided by Your Service Provider in accordance with such Service Provider’s policies, if You obtained the Software and Services from Your Service Provider.  This License Agreement governs any releases, revisions, updates or enhancements to the Software and Services that NeuShield may make available to You.  Except as may be modified by the Documentation, your rights and obligations under this License Agreement with respect to the use of this Software and Services are as follows.
1.2       During the Service Period, You may: (a) use one copy of the Software and Services on a single Device.  If a greater number of copies and/or number of Devices is specified within the Documentation or the applicable transaction documentation from the authorized distributor, reseller, or Service Provider from which You obtained the Software and Services, You may use the Software and Services in accordance with such specifications; (b) use the Software and Services on a network, provided that You have a licensed copy of the Software and Services for each Device that can access the Software and Services over that network.
1.3       Reservation of Rights. Title to and ownership of the Software and Services (including but not limited to all computer codes, animations, logos, images and text therein) and Documentation, and any copies, modifications, and derivative works thereto, as well as any and all Intellectual Property Rights therein and related thereto, are and shall remain the exclusive property of NeuShield and its licensors. The Software is protected by the laws of the United States and other jurisdictions. Customer acknowledges and agrees that Customer shall have no rights with respect to any of the foregoing, other than the rights expressly set forth in this Agreement, and any rights not specifically granted herein to Customer are reserved to NeuShield and its licensors. As used herein, “Intellectual Property Rights” shall mean copyrights, trademarks, service marks, trade secrets, patents, patent applications, moral rights, contractual rights of non-disclosure or any other intellectual property or proprietary rights, however arising, throughout the world.
1.4       Delivery of Software.  Customer hereby acknowledges that NeuShield has made the Software available online for download by Customer.  Customer shall be responsible for installing the Software on its Machines as permitted under this Agreement.  The Software will be deemed accepted upon delivery.
1.5       NeuShield Account.  A current NeuShield Account may be required to access and use the Software and Services.  In such case, if You do not have a NeuShield Account, you must complete the applicable registration process to create a NeuShield Account in order to use the Software and Services.

2.         LICENSE RESTRICTIONS.
2.1       Restrictions. Customer agrees not to:
(a)        sell, transfer, lease, license, sublicense, encumber or otherwise deal with any portion of the Software or Service or Documentation;
(b)        decompile, disassemble, or reverse engineer any portion of the Software or Service;
(c)        write or develop any derivative software or service or any other software program based on the Software or any Intellectual Property Rights of NeuShield or its licensors;
(d)        provide, disclose, divulge or make available to, or permit use of the Software by persons other than Customer employees and contractors without NeuShield’s written consent;
(e)        exceed the number of Licensed Copies purchased by Customer from NeuShield.

3.         FEES.
3.1       License Fee.  In consideration of the rights granted herein, Customer shall pay to NeuShield the non-refundable, non-cancelable license fee for the number of Licensed Copies and technical support and maintenance.  The Customer must pay all Fees by the due date and in the manner directed at the time of Purchase of the Software. Failure to pay Fees by the due date will result in the immediate termination of the licenses granted under this Agreement.  All prices are in U.S. dollars and do not include taxes or shipping fees.
3.2       Taxes.  Customer shall bear and be responsible for the payment of all taxes associated with the license of any Software or Service (other than taxes based on NeuShield’s net income), fees, duties or other amounts, however designated, including value added and withholding taxes which are levied or based upon such charges, or upon this Agreement.
3.3       Audits.  Customer agrees to give NeuShield access and assistance as may be reasonably necessary to audit Customer operations wherever situated to confirm the number of Licenses.

4.         CONSENT TO USE OF DATA.
You agree that NeuShield and is licensors may collect and use technical data and related information—including but not limited to technical information about your device, system and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Licensed Application. NeuShield may use this information to improve its products or to provide services or technologies to you.

5.         TECHNICAL SUPPORT.
5.1       Certain technical support features may be offered from within the Software and Services, which may include live chat with a technical support agent and/or assistance from a technical support agent via remote computer access (any such technical support offered from within the Software and Services shall be referred to in this License Agreement as the “Technical Support”). If such features are offered and You choose to access such Technical Support the following terms shall apply. Any such Technical Support shall be provided in NeuShield’s sole discretion without any guarantee or warranty of any kind other than any guarantees applicable under consumer laws in Your jurisdiction which cannot be excluded or limited in any way.  It is solely Your responsibility to complete a backup of all Your existing data, software and programs before receiving any Technical Support.  In the course of providing the Technical Support, NeuShield may determine that the technical issue is beyond the scope of the Technical Support.
5.2       You agree that NeuShield and its licensors may collect and use technical information gathered in any manner as part of the product support services provided to you, if any, related to the Software.  NeuShield may use this information solely to improve its products or to provide customized services or technologies to You.
5.3       NeuShield reserves the right to refuse, suspend or terminate any of the Technical Support in its sole discretion.

6.         DISCLAIMER OF WARRANTY.
NEUSHIELD AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF NEUSHIELD HAD BEEN INFORMED OF SUCH PURPOSE), OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.  CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT IN EACH JURISDICTION IN WHICH ANY SUCH DISCLAIMER IS UNENFORCEABLE, THE DURATION OF ANY SUCH IMPLIED WARRANTIES IS LIMITED TO THIRTY (30) DAYS FROM THE DATE CUSTOMER FIRST INSTALLED THE SOFTWARE ON ANY MACHINE.  SOME STATES, PROVINCES, OR OTHER JURISDICTIONS DO NOT ALLOW FOR EXCLUSIONS OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO CUSTOMER.  CUSTOMER MAY HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE, PROVINCE TO PROVINCE, OR IN OTHER JURISDICTIONS.

7.         LIMITATION OF LIABILITY.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, ALL PRODUCTS, SUBSCRIPTIONS, NEUSHIELD MATERIALS, DELIVERABLES AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTY WHATSOEVER.  NEUSHIELD AND ITS LICENSORS EXPRESSLY DISCLAIM, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NONINFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE.  NEUSHIELD ALSO MAKES NO WARRANTY REGARDING NONINTERRUPTION OF USE OR FREEDOM FROM BUGS, AND MAKES NO WARRANTY THAT PRODUCTS, NEUSHIELD MATERIALS, DELIVERABLES, SERVICES OR SUBSCRIPTIONS WILL BE ERROR-FREE. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, TO THE EXTENT PERMITTED BY THE LAW OF THE JURSIDICTION IN WHICH CUSTOMER OBTAINED THIS LICENSE, NEUSHIELD AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY CHARACTER, INCLUDING BUT NOT LIMITED TO DAMAGES FOR COMPUTER MALFUNCTION, LOSS OF INFORMATION, LOST PROFITS AND BUSINESS INTERRUPTION, AND THE COST TO OBTAIN SUBSTITUTE SOFTWARE, ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE USE OF (OR INABILITY TO USE) THE SOFTWARE HOWEVER CAUSED AND WHETHER ARISING UNDER A THEORY OF CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF NEUSHIELD OR ITS LICENSORS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NEUSHIELD’S TOTAL LIABILITY TO CUSTOMER RELATING TO THIS AGREEMENT OR THE USE (OR INABILITY TO USE) THE SOFTWARE EXCEED THE AMOUNT PAID BY CUSTOMER TO NEUSHIELD FOR THIS LICENSE.  SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER.  NEUSHIELD SHALL NOT BE LIABLE FOR ANY CLAIMS OF THIRD PARTIES RELATING TO THE SOFTWARE.  CUSTOMER ACKNOWLEDGES AND AGREES THAT THE FOREGOING DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN NEUSHIELD AND CUSTOMER, AND THAT, IN THE ABSENCE OF SUCH PROVISIONS, THE ECONOMIC AND OTHER TERMS AND CONDITIONS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. No employee, agent, representative or affiliate of NeuShield has the authority to bind NeuShield to any oral representations or warranty concerning the Software.  Any written representations or warranty not expressly contained in this Agreement is unenforceable.

8.         TERM AND TERMINATION OF AGREEMENT.
8.1       Term.  The term of this Agreement shall commence on the date Customer first downloads the Software (the “Effective Date”) and remain in effect unless terminated pursuant to the termination provisions in this Section.
8.2       Effect of Termination.  Upon termination of this License Agreement for any reason all rights to use the Software and Services granted by the NeuShield to the Customer pursuant to this License Agreement shall immediately terminate and the Customer shall immediately cease all use of the Software. Notwithstanding any other provision of this License Agreement.  All unpaid payment obligations of Customer shall survive termination.  The provisions of Sections 1.3 (Reservation of Rights), 2 (License Restrictions), 3 (Fees), 6 (Disclaimer of Warranty), 7 (Limitation of Liability), 8.2 (Effects of Termination) and 9 (General Provisions) shall survive any termination of this Agreement.

9.         GENERAL PROVISIONS.
9.1       Assignment.  Customer may not assign this Agreement, in whole or in part, without the prior written notice of NeuShield, which consent shall not be unreasonably withheld or delayed.
9.2       Waiver, Amendment, Modification.  No waiver, amendment or modification, including by custom, usage of trade, or course of dealing, of any provision of this Agreement will be effective unless in writing and signed by the party against whom such waiver, amendment or modification is sought to be enforced.  No waiver by any party of any default in performance on the part of the other party under this Agreement or of any breach or series of breaches by the other party of any of the terms or conditions of this Agreement will constitute a waiver of any subsequent default in performance under this Agreement or any subsequent breach of any terms or conditions.  Performance of any obligation required of a party under this Agreement may be waived only by a written waiver signed by a duly authorized officer of the other party; such waiver will be effective only with respect to the specific obligation described therein.
9.3       Force Majeure.  Neither party will be deemed in default of this Agreement of the extent that performance of its obligations, or attempts to cure any breach, are delayed or prevented by reason of fire, natural disaster, earthquake, accident or other acts of God (“Force Majeure”), provided that the party seeking to delay its performance gives the other written notice of any such Force Majeure within 15 days after the discovery thereof, and further provided that such party uses its good faith efforts to cure the Force Majeure.  This Section will not be applicable to any payment obligations.
9.4       Confidential Information.  Customer acknowledges that it may receive from NeuShield or otherwise have access to information or material that relates to NeuShield’s past, present or future products, software (including source code and object code), research development, inventions, processes, techniques, designs or technical information and data, and marketing plans (the “Confidential Information”).  Customer acknowledges and agrees that the Software and Documentation are NeuShield’s Confidential Information, regardless of whether the Software or Documentation is marked as such.  Customer agrees to preserve and protect the confidentiality of NeuShield’s Confidential Information and all copies thereof, in all physical forms, whether disclosed to Customer before or afterward accepting this Agreement.  In addition, Customer will not disclose or disseminate NeuShield’s Confidential Information for its own benefit or for the benefit or any third party unless otherwise specifically provided in this Agreement.  The foregoing obligations do not apply to any information that (1) is publicly known; (2) is given to Customer by someone else who is not obligated to maintain confidentiality; or (3) Customer had already developed prior to the day this Agreement was accepted, as evidenced by documents unless otherwise provided herein.  Customer will not take or cause to be taken any physical forms of Confidential Information (nor make copies of same) without NeuShield’s written permission.  Within three (3) days after the termination of this Agreement, Customer will return to NeuShield all copies of Confidential Information in tangible form.  Despite any other provisions of this Agreement, the requirements of this section will survive termination of this Agreement.
9.5       Independent Contractor.  Nothing contained in this Agreement will be deemed to place the parties in the relationship of employer/employee, partners, or joint ventures.
9.6       Cumulative Rights.  Any specific right or remedy provided in this Agreement will not be exclusive, but will be cumulative upon all other rights and remedies set forth in this Agreement and allowed under applicable law.
9.7       Governing Law.  This Agreement will be governed by the laws of the State of California without regard to conflicts of laws principles that would require the application of the laws of another state.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any action or proceeding arising from or relating to this Agreement must be brought in a federal court in the Northern District of California or in state court in Alameda County, California, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. THE PROVISIONS OF THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT SHALL NOT APPLY TO THIS AGREEMENT.
9.8       Injunctive Relief.  Customer agrees that breach or threatened breach of the provisions of Sections 1.1 (Grant of License), 1.3 (Reservation of Rights), 2 (License Restrictions), and 9.4 (Confidential Information) of this Agreement would cause irreparable harm for which monetary damages would be an inadequate remedy.  In the event of such breach, NeuShield and its licensors may in addition to such other equitable and legal relief which may be available, seek the entry of injunctive relief by a court of competent jurisdiction without the requirement of posting bond.
9.9       Entire Agreement.  The parties acknowledge that this Agreement expresses their entire understanding and agreement, and that there have been no warranties, representations, covenants or understandings made by either party to the other except such as are expressly set forth in this Agreement.  The parties further acknowledge that this Agreement supersedes any and all prior agreements, written or oral, between the parties with respect to the matters set forth herein.
9.10     Standard Terms of Customer.  No terms, provisions or conditions of any purchase order, acknowledgement or other business form that Customer may use in connection with the licensing of the Software will have any effect on the rights, duties or obligations of the parties hereunder, or otherwise modify this Agreement, unless NeuShield has expressly approved such terms, provisions or conditions in writing.
9.11     Attorney Fees.  In the event that either party is required to retain the services of any attorney to enforce or otherwise litigate or defend any matter or claim arising out of or in connection with this Agreement, the substantially prevailing party will be entitled to recover from the other party, in addition to any other relief awarded or granted, its reasonable costs and expenses (including attorneys’ fees) incurred in the proceeding.
9.12     Compliance With Law.  Both parties agree to comply with all applicable federal, state, and local laws and regulations in performing their duties.
9.13     Severability.  In the event that any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree or decision, the remainder will remain valid and enforceable according to its terms.  Without limiting the foregoing, it is expressly understood and agreed that each and every provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended by the parties to be severable and independent of any other provision and to be enforced as such.  Further, it is expressly understood and agreed that in the event any remedy in this Agreement is determined to have failed of its essential purpose, all other limitations of liability and exclusion of damages set forth herein will remain in full force and effect.
9.14     Notices.  All notices, demands or consents required or permitted in this Agreement will be in writing and will be delivered, sent by facsimile or mailed certified return receipt requested to the respective parties at the addresses stated above or at any other address the party will specify to the other party in writing.  Any notice required or permitted to be given by the provisions of this Agreement will be conclusively deemed to have been received on the day it is delivered to that party by U.S. Mail with acknowledgment of receipt or by any commercial courier providing equivalent acknowledgment of receipt.
9.15     U.S. Government End Users.  If Customer is a branch or agency of the United States Government, the following provision applies.  The Software and Documentation are comprised of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and are provided to the Government (i) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3.
9.16     Export Laws.  The Software and Documentation are subject to U.S. export control laws and may be subject to export or import regulations in other countries.  Customer agrees to strictly comply with all such laws and regulations and acknowledges that Customer is responsible for obtaining such licenses to export, re-export, or import as may be required.  Customer will indemnify and hold NeuShield harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to any breach by Customer of its obligations under this Section.  Customer’s obligations under this paragraph will survive the expiration or termination of this Agreement.
9.17     Third Party Beneficiaries.  The parties agree that NeuShield’s licensors are intended third party beneficiaries under this Agreement.
9.18     Exhibits.  Exhibit A (Technical Support and Maintenance Policy) is attached to this Agreement and incorporated herein by reference.

THE SOFTWARE IS PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.

Protected by copyright and licenses restricting use, copying, distribution and decompilation.  NeuShield and the NeuShield logo are trademarks of NeuShield, Inc. in the United States and other countries; all other trademarks are owned by their respective owners.

EXHIBIT A TECHNICAL SUPPORT AND MAINTENANCE POLICY
1.         Definitions.

1.1       “NeuShield’s Website” means the World-Wide Website found at https://www.neushield.com/ and http://neushield.net/.
1.2       “Maintenance Release” means a set of the Software containing bug fixes.
1.3       “Major Release” means a set of the Software in which new software functionality and major software restructuring has been included.
1.4       “Minor Release” means a set of the Software in which new software functionality and bug fixes have been included.
1.5       “Response Time” means the elapsed time between the receipt of a Support Call and the target time within which NeuShield begins Support as verified by a verbal or written confirmation to Customer.
1.6       “Service Hours” means NeuShield’s usual office hours from 8:00 a.m. to 6.00 p.m., Monday through Friday, Pacific Standard Time, excluding holidays as observed by NeuShield.
1.7       “Support” means (a) the provision, when and if available, during Service Hours of Maintenance Releases, Major Releases and Minor Releases and the on-line Documentation related to the licensed Software, and (b) assistance by telephone, email or otherwise with respect to the Software, including (i) clarification of functions and features of the Software; (ii) clarification of the Documentation; (iii) guidance in the operation of the Software; and (iv) error verification, analysis and correction by telephone and/or internet.

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