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SOFTWARE AGREEMENTBEFORE YOU CLICK ON THE “I AGREE” BUTTON OR USE ANY OF THE SOFTWARE SUPPLIED TO YOU BY SANDBOXIE HOLDINGS LLC (“SBH”), CAREFULLY RD ALL THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT (“AGREEMENT”). BY CLICKING ON THE “I AGREE” BUTTON OR USING SBH’S SOFTWARE YOU ARE ACKNOWLEDGING THAT YOU AND YOUR ORGANIZATION (“E”) ARE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE USING SBH’S PRODUCTS FOR THE FIRST TIME, AND YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "I DON’T AGREE" BUTTON AND DO NOT USE ANY OF THE PRODUCTS. IF YOU ARE THE FIRST MEMBER OF YOUR ORGANIZATION TO ACCEPT THE TERMS OF THIS AGREEMENT, YOU WARRANT AND REPRESENT TO SBH THAT YOU ARE DULY AUTHORIZED TO AGREE TO THE TERMS OF THIS AGREEMENT ON BEHALF OF YOUR ORGANIZATION AND TO BIND YOUR ORGANIZATION TO ITS TERMS. YOU AGREE THAT THIS AGREEMENT IS ENFORCBLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT SHALL BE EFFECTIVE AS OF THE DATE IT IS FIRST ACCEPTED OR ANY SBH PRODUCTS OR RELATED SERVICES ARE USED BY THE E (“EFFECTIVE DATE”).TERMS AND CONDITIONS
DEFINITIONS As used in this Agreement:
Authorized Use mns use of the Product(s) for which E has purchased a in the manner specified in the Documentation and as may be separately agreed in writing between E and SBH.
Documentation mns any specifiion and use documentation made available by SBH to its end user customers erally with regard to the Products.Open Source Software mns computer software owned by third parties, d under the terms of various published agreements and redistributed by SBH to its customers together with the Products.
Products mns a combination of Software and Open Source Software.
Services mns (a) the SBH maintenance and support services described in Exhibit A attached to and made part of this Agreement, and (b) any other work to be performed by SBH for E as specified in a E purchase order or other separate agreement accepted by SBH.
Software mns SBH’s browser protection software and all of its components, and other related SBH software programs, in object format only. Software includes without limitation all copies in whole or part, backups, related documentation and manuals, information relating to such Software, printed listings of , and any workarounds, maintenance relses, enhancements, and Updates provided by SBH to E under this Agreement. The term “Software” shall not be deemed to include any Open Source Software.
Updates mns error corrections, bug fixes, , additions, enhancements, upgrades or modified versions of the Software made available by SBH to its customers that receive maintenance and support Services from SBH.
User mns a person who is authorized by E to use, or who has access to or receives any benefit of exposure to, the applicable Software, regardless of whether the individual is actively using the Software at any given time. If a single person uses, has access to or receives any benefit of exposure to multiple instances of the Software, then ch such instance counts as a User.

ORDERS. E shall purchase and Services and Software by submitting written and signed purchase orders (which term, for purposes of this Agreement, shall be deemed to include order forms prescribed by SBH, if any) for written acceptance by SBH. ch purchase order shall specify the Services and the items and terms of Software being ordered and their prices. Upon acceptance of the purchase order by SBH and the acceptance by E of this Agreement, the of the Software and the provision of Services shall be governed by the terms of this Agreement. Fees payable for Services and s shall be as set forth in accepted E purchase orders issued under this Agreement. Any preprinted provisions of E’s purchase orders or other terms that conflict with the terms of this Agreement shall not apply, exception to such provisions and terms is hereby given and as between SBH and E the terms set forth in this Agreement shall be applicable and control. SBH reserves the right to change its prices and related terms and conditions at any time without notice, provided that any such changes shall not affect orders alrdy accepted. All Software, Open Source Software and Documentation shall be delivered via electronic download. All Products shall be deemed accepted by E upon delivery.PAYMENT. Once a purchase order has been accepted by SBH the term of any purchased under it cannot be subsequently changed without the written agreement of the parties. All fees and payments shall be nonrefundable regardless of whether the E uses the Software or not. E shall promptly remit payment in U.S. Dollars SBH shall have the right to cancel any order placed or to refuse or delay its delivery or performance for failure of E to make any payments due SBH in accordance with the terms of this Agreement. E will pay all sums equal to taxes (including, without limitation, sales, withholding, value-added, and similar taxes) and any duties paid or payable, however designated, levied or based on amounts payable to SBH under this Agreement, but exclusive of United States federal, state, and local taxes based on SBH's net income, and will reimburse SBH for any such sum that SBH is required to collect or pay with respect to transactions under this Agreement.
Subject to the terms and conditions of this Agreement, SBH hereby grants to E a limited, nonexclusive, personal, non-subable and non-transferable under SBH’s lectual property rights to install, and if applicable evaluate, the Software solely for Authorized Uses in its internal business operation during the applicable term purchased by E. E may only use the Software subject to the maximum User limitations, if any, that are indied on the applicable purchase order. The granted in this Section 4.1.1 above for ch Software product shall remain in effect only during the applicable term for that Software, and upon the expiration or termination of that term such shall terminate in accordance with the provisions of Section 9.3 below. E agrees (a) to respect and observe and not to alter, remove, or concl any copyright, trademark, trade name, or other proprietary marking that may appr on or in the Products, and (b) that E is responsible for itself obtaining any additional software, hardware, or technologies not provided by SBH under this Agreement and required to operate the Products, including but not limited to communiions devices and Internet access services. E may make one (1) copy of the Products and the Documentation for archival and backup purposes, provided that E will reproduce on or in such copy any copyright, trademark, trade name, or other proprietary marking that may appr on or in the Products or Documentation copied.E may permit its authorized contractors to access the Products solely in connection with the performance of services for E, provided that (i) E shall be liable for the acts of any such contractors, and that (ii) E shall cause such contractors to abide by the provisions of this Agreement, and shall indemnify SBH for their failure to do so.
The Products include proprietary information owned by SBH and its third party licensors, and the Software and the Documentation are provided to E solely under and not by sale. SBH and its third party licensors will continue to own their respective interests and lectual property rights in the Products and will be entitled to terminate this Agreement in accordance with Section 9 below, and demand the return of their respective products, upon any failure of E to comply with the terms of this Agreement or the conditions or restrictions imposed by third parties and referred to in Section 4.2 below.
SBH reserves the right to make changes to any Products whenever such changes, (a) are required for safety, (b) facilitate performance in accordance with specifiions, or (c) represent substitutions and modifiions in accordance with applicable product performance specifiions, provided however that such changes shall not impede E's Authorized Use of any Products.
E acknowledges and agrees that as part of its normal operation the Software may collect certain data relating to (a) use of the Software, (b) any viruses, malware, Trojan Horses, and other malicious or harmful discovered by the Software (collectively “Viruses”), (c) the behavior or operation of such Viruses, and (d) the data that is affected by the Viruses (collectively “Virus Data”). In the event E has d SBH’s Software to collect Virus Data, a copy of the Virus Data will be sent by the Software to E. If E has not d SBH’s Software to collect Virus Data, Virus Data will be sent by the Software to SBH. The parties agree that they shall own all rights to the Virus Data jointly without accounting.
E shall not itself, or through any affiliate, at, or third party: (a) decompile, disassemble, or otherwise reverse engineer any Software, or attempt to reconstruct or discover any source , underlying ids, aorithms, file formats or programming interfaces of any Software by any mns whatsoever, except to the extent applicable laws specifically prohibit such restrictions, (b) modify, adapt, translate, or crte derivative works based upon any Software, (c) transfer, lse, loan, sub, sell, resell for profit, distribute, or otherwise grant any rights (including but not limited to a right to access or use) in any Software in any form to any other party, (d) use any Software on a commercial time-sharing, rental, or service buru basis, or in any manner or for any purpose other than an Authorized Use, or (e) disclose to any third party any underlying ids or aorithms, performance information, test results or analyses lrned by E or crted by or for E (including, without limitation, benchmarks) relating to any Software. E shall only have the rights with respect to the Products expressly set forth in this Agreement; all other rights are expressly reserved to SBH and its licensors. In the event E believes that an action by it under Section 4.1.5 (a) above would be warranted and permitted by applicable law, it shall give SBH not less than ninety (90) days prior written notice of such belief to enable SBH and any affected licensor of SBH to evaluate whether such laws’ requirements necessitate such action.E acknowledges that the Products, and all trade secret, copyright, patent, trademark, trade name, and other lectual and proprietary rights in the Products, are and at all times shall remain the valuable property of SBH and its licensors, or their respective successors or assigns. E agrees that, except as provided in this Section 4, nothing contained in this Agreement shall be construed as granting or conferring by impliion, estoppel, or otherwise, any or right under any patent, trademark, copyright, or other proprietary right, whether now existing or herfter obtained, and no such or other right shall arise from this Agreement or from any acts or omissions in connection with the execution of this Agreement or the performance of the obligations of the parties.
E agrees to promptly notify SBH of any violation of any of the terms of this Section 4.1 by E or others of which E becomes aware.
Open Source Software. SBH will redistribute certain Open Source Software to E for E’s use with Products. As a condition of its use of the Open Source Software, E represents and warrants that it will familiarize itself with, and comply with and be responsible for observing, the conditions and restrictions required of software users by the owners of such Open Source Software as referenced in http://www.sandboxie.com/index.p?/support/Documentation/.

Availability. Services shall be provided to E by SBH in accordance with the terms and prices of SBH's then current published Services offerings. SBH shall provide maintenance and support Services in accordance with the terms set forth in Exhibit A. SBH will not be responsible for providing Services for (a) any Third Party Software, or (b) any Software that is not configured in accordance with the specifiions set forth in the Documentation and the applicable purchase order.
Conditions. Services to be provided by SBH under this Agreement require cooperation between E and SBH, and E recognizes and accepts certain responsibilities. These E responsibilities include but are not limited to (a) providing SBH with specific de¬tails regarding E's business requirements and operating procedures as they relate to the appliion of the Services to be performed by SBH, (b) proper installation of and timely access to all necessary network devices and other computer hardware, facilities, and appliions and other software in accordance with mutually agreble and rsonable schedules, (c) development and signing of statement of work agreements where appropriate, (d) assignment of appropriate personnel to coordinate Services delivery with SBH in a timely manner, and (e) agreeing on a timely basis to relevant delivery schedules.


Software. SBH warrants that the Software delivered to E by SBH will for a period of thirty (30) days from the date of delivery perform when utilized in an Authorized Use substantially as specified in the applicable Documentation. If E satisfactorily demonstrates to SBH within such thirty (30) day period that an item of Software does not so perform then, as SBH’s sole and exclusive liability and as E’s sole and exclusive remedy, SBH shall at its sole option either (a) correct the errors reported by E, (b) replace the Software with substantially conforming Software, or (c) refund the price paid for the nonconforming Software. SBH does not warrant the results of its correction or replacement services or that all errors will be corrected. Correction or replacement and the issuance of any corrections, , bug fixes, workarounds, upgrades, enhancements, or Updates by SBH to E, shall not be deemed to begin a new, extended, or additional warranty period. Any replacement Software will be warranted for the remainder of the original warranty period. The foregoing warranty shall not apply: (i) if the Software is used with products not specified in or contemplated by the Documentation, (ii) if any modifiions are made to the Software by E or any third party, (iii) to errors in the Software due to accident, abuse, abnormal stress or environment or improper use by E, or (iv) to Software provided on a no charge or evaluation basisNo Other Warranties. THE LIMITED WARRANTY IN SECTION 6.1 ABOVE IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE OR OTHERWISE IN LAW, OR FROM A COURSE OF DLING OR USAGE OF TRADE. SBH SPECIFICALLY BUT WITHOUT LIMITATION DOES NOT WARRANT THAT: (I) THE SOFTWARE SHALL MEET ALL OF E’S REQUIREMENTS OR SHALL OPERATE IN ALL THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY E, (II) THE OPERATION OF THE SOFTWARE SHALL BE ERROR-FREE OR UNINTERRUPTED, (III) ALL ERRORS OR DEFECTS IN THE SOFTWARE SHALL BE CORRECTED, OR (IV) ANY SECURITY MECHANISMS IMPLEMENTED BY THE SOFTWARE WILL NOT HAVE INHERENT LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THAT THE ABOVE EXCLUSIONS MAY NOT APPLY TO E. THIS WARRANTY GIVES E SPECIFIC LEGAL RIGHTS. E MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.
Exclusions. THE OPEN SOURCE SOFTWARE AND ANY FREEWARE OR EVALUATION PRODUCTS ARE PROVIDED TO E “AS IS” WITHOUT WARRANTY OF ANY KIND BY SBH, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. No representation or other affirmation of fact, whether made by SBH employees or otherwise, shall be deemed a warranty by SBH for any purpose or give rise to any liability of SBH whatever unless contained in this Agreement.

Indemnity by SBH. If a third party acting against E claims, thrtens to claim, or obtains a judicial or administrative determination that any Software infringes its patent, copyright, or trade secret rights, SBH shall defend E at SBH’s expense and pay all damages that a tribunal finally awards. INVINCIA shall also have the right at its sole option and expense to (a) obtain for E the right to continue using the infringing item, (b) replace the infringing item or modify it so that it shall become non-infringing with no substantial degradation, or (c) remove the infringing portion of the Software and refund the proportional fee that E paid for such portion, pro rata, on a one-yr straight-line depreciation basis, provided that E shall promptly notify SBH in writing of the claim, and allow SBH to control, and cooperate with SBH in, the defense and any related settlement negotiations. In no event shall SBH’s liability under this Section 7 exceed the amount paid by E to SBH for any allegedly infringing Products.
Exceptions. Notwithstanding the provisions of Section 7.1 above, SBH shall have no obligation to E for any claim arising from the or use of any Software (a) that has been modified by a party other than SBH, (b) used to practice any process, or used in combination with other products not provided by SBH where such infringement would not have occurred but for such use in combination with such other products, (c) from failure of E to use updated Software provided by SBH for avoiding such infringement, or (d) that is part of any Evaluation Products. SBH shall not be bound by any settlement of any charge of infringement made without the prior written consent of SBH. E shall indemnify and hold SBH harmless from any loss, cost, or expense in connection with any claim, suit, or proceeding brought against SBH or E insofar as it is based on a claim that the use of any Software infringed because of the way it was modified or altered by parties other than by SBH, or because it was used in a manner for which it was not designed or for a use not an Authorized Use.Limitation. THIS SECTION 7 STATES THE ENTIRE LIABILITY OF SBH TO E AND ANY AND ALL THIRD PARTIES, WHETHER FOR DAMAGES OR OTHERWISE, FOR INFRINGEMENT OF ANY COPYRIGHT, PATENT, TRADE SECRET, OR OTHER LECTUAL PROPERTY RIGHT WITH RESPECT TO ANY PRODUCTS OR SERVICES FURNISHED BY SBH UNDER THIS AGREEMENT.

Limitation. It is expressly agreed that ch party’s maximum liability for damages to the other party under or in connection with this Agreement, regardless of the form of legal action, whether in contract or in tort, including neglice, shall in no event exceed the actual payments received by SBH for the Products or Services that caused such damage or that are directly related to the cause of action, except that no such limitation on damages shall apply to losses due to either party’s brch of Section 11.11 or E’s brch any of the s or restrictions set forth in this Agreement.
No Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR PUNITIVE, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS, OR, IF RSONABLY FORESEBLE, INCURRED BY THE OTHER PARTY OR CLAIMED AGAINST THE OTHER PARTY BY ANY OTHER PARTY, EXCEPT THAT NO SUCH LIMITATIONS ON CONSEQUENTIAL DAMAGES SHALL APPLY IN THE EVENT OF BRCH BY EITHER PARTY OF SECTION 11.11 OR BRCH BY E OF ANY OF THE S OR RESTRICTIONS CONTAINED IN THIS AGREEMENT. NEITHER PARTY’S LIABILITY FOR DTH OR PERSONAL INJURY RESULTING FROM THE NEGLICE OF A PARTY OR THAT OF ITS EMPLOYEES OR ATS OR IN RELATION TO ANY OTHER LIABILITY THAT MAY NOT BY APPLICABLE LAW BE EXCLUDED OR LIMITED IS EXCLUDED OR LIMITED AND NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS AN ATTEMPT TO EXCLUDE OR LIMIT SUCH LIABILITY.
Rsonability. The parties agree that the provisions of this Agreement fairly alloe the risks between SBH, on the one hand, and E on the other. E acknowledges and agrees that its pricing reflects the alloions of risk and the limitations of liability specified in this Agreement, and that SBH would not enter into this Agreement without such alloions and limitations.
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