These Service Trial Evaluation Terms and Conditions (“Terms and Conditions”) shall apply to all trial evaluations granted by SecturaSoft, Inc. a Delaware corporation with offices located at 1500 1st Ave N., Suite L140, Birmingham, AL 35203 (“Provider”) to a “Customer” as identified in a Service Trial Evaluation Agreement form executed by both Provider and Customer (the “Order Form”). The terms “Services,” “Trial Period,” and “Trial Fee” shall carry the meanings in the Order Form. (Provider and Customer are each a “Party”).

1. Subject to these Terms and Conditions, Provider hereby grants Customer a non-exclusive, non-transferable right to (i) access and use the Services during the Trial Period, solely for use by users authorized by Customer to access and use the Services (“Authorized Users”) in accordance with these Terms and Conditions; and (ii) access documentation and instructions as provided by Provider solely for use in connection with the Services during the Trial Period.

2. Customer shall not use the Services, related documentation, or any other Provider intellectual property (collectively, the “Provider IP”) for any purposes beyond the scope granted in these Terms and Conditions. Except as expressly granted herein, Customer shall not, and shall not permit any Authorized Users to, directly or indirectly: (i) copy, modify, or create derivative works of the Provider IP, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Provider IP; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Provider IP, in whole or in part; (iv) remove any proprietary notices from the Provider IP; or (v) use the Provider IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. Provider reserves all rights not expressly granted to Customer in these Terms and Conditions. Customer shall abide by and comply with all security features pertaining to the Service and shall maintain all accounts and passwords in a confidential manner. Except for the limited rights and licenses expressly granted under these Terms and Conditions, nothing in these Terms and Conditions grants to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP. If Provider reasonably believes that Customer or its Authorized Users are violating any provision of this Section 2, Provider may immediately suspend access to the Services by Customer and its Authorized Users and terminate the Trial Period.

3. Customer shall pay Provider the Trial Fee set forth in the Order Form. Payment is due immediately upon execution of the Order Form. Provider may withhold access to the Services or otherwise delay commencement of the Trial Period until Customer has paid Provider the Trial Fee.

4. During the Trial Period, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information“). Confidential Information does not include information that, at the time of disclosure, is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under these Terms and Conditions, including to make required court filings. On the expiration or termination of the Trial Period, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the date of signature by Customer and will expire three (3) years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of these Terms and Conditions for as long as such Confidential Information remains subject to trade secret protection under applicable law. These Terms and Conditions shall be deemed the Confidential Information of Provider.

5. PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTIBILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES LICENSED TO CUSTOMER UNDER THESE TERMS AND CONDITIONS. THE SERVICES ARE LICENSED “AS IS’ WITH ALL FAULTS AND DEFECTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES ARE WITH CUSTOMER. WITHOUT LIMITING THE FORGOING, CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT ANY DESIGNS, DRAWINGS, MATERIALS LISTS, QUOTES, OR OTHER DOCUMENTATION PROVIDED THROUGH THE SERVICES ARE NOT INTENDED FOR USE AS PRODUCTION QUALITY MATERIALS, DOCUMENTS, OR SPECIFICATIONS, AND THAT CUSTOMER IS RESPONSIBLE FOR SEPARATELY PREPARING ANY SUCH MATERIALS FOR FABRICATION OF PARTS SUBMITTED THROUGH THE SERVICES.

6. PROVIDER SHALL NOT HAVE ANY LIABILITY TO CUSTOMER FOR ANY LOSS OR DAMAGE, WHETHER DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR OTHERWISE FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION WITH RESPECT TO THE SERVICES LICENSED TO CUSTOMER UNDER THESE TERMS AND CONDITIONS.

7. Customer agrees that access to the Services is being provided for evaluation purposes only.

8. Neither party will assign or transfer any rights or obligations under these Terms and Conditions without the prior written consent of the other party.

9. These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Alabama without reference to conflict of laws principles. Accordingly, any disputes under these Terms and Conditions may be brought in the state courts and the federal courts located in Alabama, in each case located in the city of Birmingham and County of Jefferson, and the parties hereby consent to the personal jurisdiction and venue of these courts.

10. These Terms and Conditions may not be amended except by a writing signed by both parties hereto.  It is further agreed and understood that no failure or delay by any party in exercising any right, power, or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power, or privilege hereunder.