YOU (FOR THE PURPOSES OF THIS AGREEMENT, “YOU” SHALL MEAN THE LEGAL ENTITY BOUND BY THE AGREEMENT, AND SUCH ENTITY’S EMPLOYEES, CONTRACTORS, AGENTS, AND REPRESENTATIVES) SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE ACCEPTING THIS AGREEMENT. UNDER THIS AGREEMENT, BITARMOR SYSTEMS, INC. (“BITARMOR”) LICENSES YOU CERTAIN SOFTWARE FOR YOUR USE ONLY AS SET FORTH BELOW. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.

1. LICENSE: BitArmor grants you a personal, limited, non-exclusive, non-transferable license to use the Control Sentry^TM software that you download (the "Software") subject to the terms and restrictions set forth in this Agreement. You are not permitted to lease or rent, distribute or sublicense the Software or use the Software for time-sharing, rental or service bureau use or in any other unauthorized manner. Further, no license is granted to you in the human-readable code of the Software (source code). Except as provided below, this Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the Software.

   The Software is licensed to be used solely for your internal use on supported systems, as designated by BitArmor. You may reproduce and provide one (1) copy of such Software for each computing device on which such Software is used as permitted hereunder. Otherwise, the Software and supporting documentation may be copied only as essential for backup or archive purposes in support of your use of the Software as permitted hereunder.

2. NO REVERSE ENGINEERING: Modification, reverse engineering, reverse compiling, or disassembly of the Software or documentation is expressly prohibited. You may not otherwise modify, alter, adapt, port, or merge the Software except as specified in this Agreement.
3. INTELLECTUAL PROPERTY: BitArmor and its suppliers shall retain all right, title, and interest to the Software subject to this Agreement, and in all of BitArmor’s or its suppliers’ patents, trademarks, trade names, copyrights, trade secrets and/or other intellectual property rights. You do not acquire any right, title or interest, express or implied, in this Software, other than as specified in this Agreement. In the event that you make suggestions to BitArmor regarding new features, functionality, or performance that BitArmor adopts for the Software, such new features, functionality, or performance shall become the sole and exclusive property of BitArmor. The use of this Software may infringe upon the intellectual property rights of certain third parties. This Agreement does not grant you the right to use these third party intellectual properties, if any. Such rights must be negotiated separately with the third parties themselves.
4. TRADE SECRETS; TITLE: You acknowledge and agree that the structure, sequence and organization of the Software are the valuable trade secrets of BitArmor and its suppliers. You agree to hold such trade secrets in confidence. You further acknowledge and agree that ownership of, and title to, the Software and all subsequent copies thereof regardless of the form or media are held by BitArmor and its suppliers.
5. TRADEMARKS AND COPYRIGHTS: BitArmor, Control Sentry^TM, and BitArmor’s other logos and names, are the trademarks of BitArmor. You may not remove, alter, deface, overprint, or otherwise obscure any BitArmor trademark, service mark, or copyright notices included with this Software. Any other trademarks, service marks, trade names, company logos or copyright notices included or referenced are the property of their respective owners.
6. NO ASSIGNMENT: You may not transfer or assign the Software or this Agreement, in whole or in part, except with the prior written consent of BitArmor. Any assignment or transfer in breach of this section shall be null and void.
7. GOVERNMENT RIGHTS: If you are the U.S. Government or if you are a contractor or subcontractor (at any tier) of the U.S. Government (“Government”) and are licensing the Software for use by the Government or in connection with any contract or other transaction with the Government, you acknowledge that by accepting delivery of the Software, the Government agrees that the Software qualifies as commercial computer software and that the documentation qualifies as commercial computer software documentation within the meaning of the acquisition regulations and contract clauses applicable to this procurement. The terms and conditions of this Agreement are fully applicable to the Government’s use and disclosure of the Software and documentation, and shall supersede any conflicting terms or conditions. No license of any kind is granted in the case of acquisitions which contain or are subject to the clauses FAR 52-227.19 COMMERCIAL COMPUTER SOFTWARE LICENSE (DECEMBER 2007) or DFARS 252.227-72 RIGHTS IN COMPUTER SOFTWARE AND COMPUTER SOFTWARE DOCUMENTATION (SEPTEMBER 2007) or any other clause which purports to grant to the Government rights greater than, or additional to those, set forth in this Agreement, or which purports to impose additional requirements prior to making this Agreement effective, unless specifically consented to by separate written agreement. Failing such agreement, and if this Agreement fails to meet the Government’s stated needs or is inconsistent in any respect with federal law, the Government agrees to return the Software and documentation, unused, to BitArmor. The Licensor/Manufacturer is BitArmor Systems, Inc., located at Three Gateway Center, 401 Liberty Avenue, Suite 1900, Pittsburgh, PA 15222.
8. EXPORT RESTRICTIONS: You are advised that the software covered by this Agreement may contain strong data encryption code which cannot be exported outside of the U.S. or Canada, and that the Software and accompanying documentation are subject to the U.S. Export Administration Regulations. You agree that you will not directly or indirectly export, re-export, import, re-import, download or transmit the Software or accompanying documentation (or any copies thereof) or any products utilizing the Software or such documentation to any country or end user, or for any use in violation of any applicable laws or regulations of the United States or the country in which you obtained them, and you shall not assist or facilitate others in doing any of the foregoing. You agree that you will not export or re-export, either physically or electronically, the encryption software or accompanying documentation without obtaining written authorization from the U.S. Department of Commerce, and that you shall not assist or facilitate others in doing so. You represent and warrant that (a) neither the United States Bureau of Export Administration, the United States Bureau of Industry and Security, nor any other federal agency has issued sanctions against you or suspended, revoked, or denied your export privileges; (b) you are not located in, nor a resident or citizen of, Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria, or any country to which the United States has embargoed goods. You agree not to use or transfer the Software for end use relating to any nuclear, chemical, or biological weapons or missile technology unless authorized by the U.S. Government by regulation or specific license. You acknowledge it is your responsibility to comply with any and all export and import laws and that BitArmor has no further responsibility after the initial distribution to you within the original country of distribution. BitArmor reserves the right to electronically audit your use of the Software on a periodic basis to ensure that you are in compliance with this Agreement, therefore you agree to the transfer of information related to such audits to BitArmor's offices.
9. TERM AND TERMINATION: This Agreement is effective until terminated by BitArmor or you. You may terminate it at any time by destroying the Software and documentation together with all copies and merged portions in any form. BitArmor shall have the right to terminate this Agreement immediately if you fail to comply with any term or condition of this Agreement or fail to pay any license fees, if applicable. Upon such termination you agree to destroy the Software and documentation, together with all copies and merged portions in any form. Termination of this Agreement will result in immediate cessation of the third party data described above in this Agreement.
10. GOVERNING LAW: This Agreement will be governed in all respects by the substantive laws of the Commonwealth of Pennsylvania (excluding conflict of law rules). In the event of litigation, the parties consent to the personal and exclusive jurisdiction of the relevant courts of the Commonwealth of Pennsylvania located in Allegheny County, Pennsylvania. The United Nations Convention on Contracts for the International Sale of Goods (1980) is hereby excluded in its entirety from application to this Agreement.
11. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY: EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN BITARMOR AND YOU, THE SOFTWARE IS NOW PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, BITARMOR MAKES NO WARRANTY THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE SOFTWARE WILL OPERATE IN THE COMBINATIONS THAT YOU MAY SELECT FOR USE, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF PENNSYLVANIA LAW IS NOT HELD TO APPLY TO THIS AGREEMENT FOR ANY REASON, THEN IN JURISDICTIONS WHERE WARRANTIES, GUARANTEES, REPRESENTATIONS, AND/OR CONDITIONS OF ANY TYPE MAY NOT BE DISCLAIMED, THEN (1) ANY SUCH WARRANTY, GUARANTEE, REPRESENTATION AND/OR WARRANTY IS HEREBY LIMITED TO THE SHORTEST PERIOD ALLOWED BY LAW IN THE APPLICABLE JURISDICTION; AND (2) THE SOLE LIABILITY OF BITARMOR FOR ANY BREACH OF ANY SUCH WARRANTY, GUARANTEE, REPRESENTATION, AND/OR CONDITION SHALL BE TO PROVIDE YOU WITH A NEW COPY OF THE SOFTWARE.
    
    IN NO EVENT SHALL BITARMOR OR ITS SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT BITARMOR HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SOFTWARE. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
12. SEVERABILITY: In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired and a valid, legal and enforceable provision of similar intent and economic impact shall be substituted therefor.
13. ATTORNEYS FEES. The prevailing party in any action to enforce this Agreement shall be entitled to recover costs and expenses, including, without limitation, reasonable attorneys’ fees.
14. ENTIRE AGREEMENT; PRIORITY: This Agreement sets forth the entire understanding and agreement between you and BitArmor, supersedes all prior agreements, whether written or oral, with respect to the Software, and may be amended only in a writing signed by both parties.