LICENSE AGREEMENT: TERMS AND CONDITIONS OF USE

IMPORTANT NOTICE. THIS LICENSE AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND KROLL ONTRACK INC. OR ANY SUBSIDIARY, AND ITS SUPPLIERS ("KROLL ONTRACK"). BY ACCESSING OR USING THIS SOFTWARE IN ANY WAY YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THIS SOFTWARE IN ANY WAY.

LICENSE GRANT. Kroll Ontrack grants you a non-perpetual, non-exclusive, terminable, non-transferable, worldwide, and limited license to access and use this software, any associated documentation and third party software incorporated into the software (the "Software") for the number of users authorized at the time of purchase ("Authorized Users") during the Term of this License. Additional Authorized Users may be added during the Term of this License upon payment of Kroll Ontrack's then-existing rates for such additional users. Your license to use the Software is limited to, and you shall not use the Software in excess of, the number of Authorized Users, for which you have paid the required license fee.

OTHER RESTRICTIONS. You shall not: (a) remove, modify or obscure any product identification, copyright notices, trademark notices, or other proprietary rights notices or proprietary restrictions from this Software; (b) sell, lease, rent, copy, distribute, transfer or make available this Software to another; (c) share, or otherwise disclose your log-in and/or access credentials to the Software to any third parties, including those within your own organization, in order to avoid paying additional license fees; (d) use the Software for competitive analysis purposes; or (e) cause or permit reverse engineering, disassembly, decompilation or alteration of this Software except to the extent such restriction is expressly prohibited by applicable law.

TERM. This License is effective until termination or expiration. This license will terminate if you fail to comply with any term or condition of this Agreement, including failure to pay the license fees or renewal fees, if any, as they become due. Upon expiration or termination, your access to the Software will be disabled by Kroll Ontrack.

COPYRIGHT/OWNERSHIP. This Software and its source code are proprietary products of Kroll Ontrack and are protected by copyright and other intellectual property laws. The Software is licensed and not sold. You acquire only the right to use the Software and do not acquire any rights, express or implied, in the Software or media containing the Software other than those specified in this License. Kroll Ontrack shall at all times retain all rights, title and interest, including intellectual property rights, in the Software.

TRADEMARKS. Ontrack, Inview and other Kroll Ontrack brand and product names referred to herein are trademarks or registered trademarks of Kroll Ontrack Inc. and/or its parent company or affiliates in the United States and/or other countries. All other brand and product names are trademarks of their respective holders.

EXPORT RESTRICTIONS. You agree to comply fully with all laws and regulations of the United States and other countries ("Export Laws") to assure that neither the Software, nor any direct products thereof are (1) exported, directly or indirectly, in violation of Export Laws, or (2) are used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.

None of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Sudan, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's List of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By accessing or using the Software, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list.

DISCLAIMER OF WARRANTIES. THIS SOFTWARE IS DISTRIBUTED 'AS IS' AND YOU, ITS USER, ASSUME ALL RISKS WHEN ACCESSING OR USING IT. THERE ARE NO WARRANTIES EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, KROLL ONTRACK, ITS THIRD PARTY LICENSORS AND THEIR RESPECTIVE SUPPLIERS DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. KROLL ONTRACK, ITS THIRD PARTY LICENSORS AND THEIR RESPECTIVE SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE IS NON-INFRINGING, THAT IT WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED, ERROR-FREE OR VIRUS-FREE.

LIMITATION OF LIABILITY. IN NO EVENT SHALL KROLL ONTRACK, ITS THIRD PARTY LICENSORS OR THEIR RESPECTIVE SUPPLIERS BE LIABLE FOR ANY DAMAGES OF ANY KIND INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (WHICH SHALL INCLUDE WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS OR PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) WHETHER BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF KROLL ONTRACK, ITS THIRD PARTY LICENSORS OR THEIR RESPECTIVE SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

MISCELLANEOUS. In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions. The Agreement is governed by the laws of the State of Minnesota as applied to agreements between Minnesota residents entered into and to be performed entirely within Minnesota, and each party hereto submits to the exclusive jurisdiction of the Courts of that State. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. This is the entire agreement between you and Kroll Ontrack relating to the use of this Software and supersedes any prior or subsequent agreement, including your purchase order terms, whether written or oral, relating to this subject matter. Third party licensors will not provide technical support for the Software.

U.S. GOVERNMENT RESTRICTED RIGHTS. In the event the Federal Acquisition Regulations (FAR) or DFARS is applicable to this Agreement, the Software is provided only with Restricted Rights as defined in paragraph 52.227-19 or paragraph 252.227-7013(c)(1)(ii), respectively (or a comparable or successor clause to either), as applicable. Contractor/manufacturer is Kroll Ontrack Inc., 9023 Columbine Road, Eden Prairie, MN 55347.

JURY WAIVER. You, to the fullest extent permitted by law, knowingly, voluntarily, and intentionally waive your right to a trial by jury in any action or other legal proceeding arising out of or relating to this Agreement or the Software. The foregoing waiver applies to any action or legal proceeding, whether sounding in contract, tort or otherwise. You also agree not to include any employee, officer or director of Kroll Ontrack or its affiliates as a party in any such action or proceeding.

NO HIGH RISK USE. The Software is not fault-tolerant. The Software is not designed or intended for use in any situation where failure or fault of any kind of the Software could lead to death or serious bodily injury of any persons, or to severe physical or environmental damage (“High Risk Use”). End User is not licensed to use the Software in, or in conjunction with, High Risk Use. High Risk Use is STRICTLY PROHIBITED. High Risk Use includes, for example, the following: aircraft or other medical devises under the Federal Food, Drug, and Cosmetic Act. End User agrees not to use, distribute or sublicense the use of the Software in, or in connection with, any High Risk Use.