Virtru Data Security Platform JAVASCRIPT SDK - PROPRIETARY TERMS - NOT OPEN SOURCE Virtru Data Security Platform SDK License This license is a legal agreement between you and Virtru Corporation ("Virtru") and governs the use of the Virtru software development kits, including the Virtru Data Security Platform Software Development Kit (Go), Virtru Data Security Platform Software Development Kit (Java) and Virtru Data Security Platform Software Development Kit (Web) if and when made available to you under this license (in each case, the "SDK"). By using the SDK, you accept the terms of this license, and you take legal and financial responsibility for the actions of your permitted users. You agree to use the SDK only for purposes that are permitted by (a) this license, and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions. 1. LICENSE. Subject to the terms of this license and the terms in the supplement attached, Virtru hereby grants you a non-exclusive, non-transferable license, without the right to sublicense (except as expressly provided in this license) to: (a) Install and use the SDK, (b) Modify and create derivative works of sample source code delivered in the SDK, and (c) Distribute any software and materials within the SDK, other than developer tools provided for your internal use, as incorporated in object code format into a software application subject to the distribution requirements indicated in this license. Open source software components provided with the Software are licensed to you under the terms of the applicable license agreements included with such open source software components. 2. DISTRIBUTION REQUIREMENTS. These are the distribution requirements for you to exercise the grants above: (a) An application must have material additional functionality, beyond the included portions of the SDK. (b) The following notice shall be included in modifications and derivative work of source code distributed: "This software contains source code provided by Virtru Corporation." (c) You agree to distribute the SDK subject to the terms at least as proteactive as the terms of this license, including (without limitation) terms relating to the license grant, license restrictions and protection of Virtru's intellectual property rights. Additionally, you agree that you will protect the privacy, security and legal rights of your application users. (d) You agree to notify Virtru in writing of any known or suspected distribution or use of the SDK not in compliance with the requirements of this license, and to enforce the terms of your agreements with respect to the distributed portions of the SDK. 3. AUTHORIZED USERS. You may allow employees and contractors of your entity or of your subsidiary(ies) to access and use the SDK from your secure network to perform work on your behalf. If you are an academic institution you may allow users enrolled or employed by the academic institution to access and use the SDK from your secure network. You are responsible for the compliance with the terms of this license by your authorized users. 4. LIMITATIONS. Your license to use the SDK is restricted as follows: (a) You may not reverse engineer, decompile or disassemble, or remove copyright or other proprietary notices from any portion of the SDK or copies of the SDK. (b) Except as expressly provided in this license, you may not copy, sell, rent, sublicense, transfer, distribute, modify, or create derivative works of any portion of the SDK. For clarity, you may not distribute or sublicense the SDK as a stand-alone product. (c) Unless you have an agreement with Virtru for this purpose, you may not indicate that an application created with the SDK is sponsored or endorsed by Virtru. You may not use Virtru’s, or its affiliates’, name, trademarks or service marks in connection with your Developer Software in a way that suggests your Developer Software is certified or endorsed by Virtru or its affiliates. (d) You may not bypass, disable, or circumvent any technical limitation, encryption, security, digital rights management or authentication mechanism in the SDK. (e) Unless you have an agreement with Virtru for this purpose, you may not use the SDK with any system or application where the use or failure of the system or application can reasonably be expected to threaten or result in personal injury, death, or catastrophic loss. (f) You agree to defend, indemnify and hold harmless Virtru and its affiliates, and their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, fines, restitutions and expenses (including but not limited to attorney's fees and costs incident to establishing the right of indemnification) arising out of or related to your use of the SDK outside of the scope of this license, or not in compliance with its terms. 5. UPDATES. Virtru may, at its option, make available patches, workarounds or other updates to this SDK. Unless the updates are provided with their separate governing terms, they are deemed part of the SDK licensed to you as provided in this license. You agree that the form and content of the SDK that Virtru provides may change without prior notice to you. 6. THIRD-PARTY COMPONENTS. The SDK may include third-party components with separate legal notices or terms as may be described in proprietary notices accompanying the SDK. If and to the extent there is a conflict between the terms in this license and the third-party license terms, the third-party terms control only to the extent necessary to resolve the conflict. 7. OWNERSHIP. 7.1 Virtru reserves all rights, title and interest in and to the SDK not expressly granted to you under this license. Virtru and its suppliers hold all rights, title and interest in and to the SDK, including their respective intellectual property rights. The SDK is copyrighted and protected by the laws of the United States and other countries, and international treaty provisions. 7.2 Subject to the rights of Virtru and its suppliers in the SDK, you hold all rights, title and interest in and to your applications and your derivative works of the sample source code delivered in the SDK including their respective intellectual property rights. 8. FEEDBACK. You may, but are not obligated to, provide Feedback to Virtru. "Feedback" means all suggestions, fixes, modifications, feature requests or other feedback regarding the SDK. Feedback, even if designated as confidential by you, shall not create any confidentiality obligation for Virtru. Virtru and its designees have a perpetual, non-exclusive, worldwide, irrevocable license to use, reproduce, publicly display, modify, create derivative works of, license, sublicense, and otherwise distribute and exploit Feedback as Virtru sees fit without payment and without obligation or restriction of any kind on account of intellectual property rights or otherwise. 9. NO WARRANTIES. THE SDK IS PROVIDED AS-IS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW Virtru AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. Virtru DOES NOT WARRANT THAT THE SDK WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. 10. LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW VIRTRU AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL,PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOST PROFITS, PROJECT DELAYS, LOSS OF USE, LOSS OF DATA OR LOSS OF GOODWILL, OR THE COSTS OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE OR THE USE OR PERFORMANCE OF THE SDK, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF VIRTRU HAS PREVIOUSLY BEEN ADVISED OF, OR COULD REASONABLY HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL VIRTRU'S AND ITS AFFILIATES TOTAL CUMULATIVE LIABILITY UNDER OR ARISING OUT OF THIS LICENSE EXCEED US$10.00. THE NATURE OF THE LIABILITY OR THE NUMBER OF CLAIMS OR SUITS SHALL NOT ENLARGE OR EXTEND THIS LIMIT. 11. TERMINATION. Your rights under this license will terminate automatically without notice from Virtru if you fail to comply with any term and condition of this license or if you commence or participate in any legal proceeding against Virtru with respect to the SDK. Virtru may terminate this license with advance written notice to you, if Virtru decides to no longer provide the SDK in a country or, in Virtru's sole discretion, the continued use of it is no longer commercially viable. Upon any termination of this license, you agree to promptly discontinue use of the SDK and destroy all copies in your possession or control. Your prior distributions in accordance with this license are not affected by the termination of this license. All provisions of this license will survive termination, except for the license granted to you. 12. APPLICABLE LAW. This license will be governed in all respects by the laws of the United States and of the State of Delaware, without regard to the conflicts of laws principles. The state or federal courts residing in State of Delaware shall have exclusive jurisdiction over any dispute or claim arising out of this license. Notwithstanding this, you agree that Virtru shall still be allowed to apply for injunctive remedies or urgent legal relief in any jurisdiction. 13. NO ASSIGNMENT. This license and your rights and obligations thereunder may not be assigned by you by any means or operation of law without Virtru's permission. Any attempted assignment not approved by Virtru in writing shall be void and of no effect. Virtru may assign, delegate or transfer this license and its rights and obligations, and if to a non-affiliate you will be notified. 14. EXPORT. The SDK is subject to United States export laws and regulations. You agree to comply with all applicable U.S. and international export laws, including the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce and economic sanctions administered by the U.S. Department of Treasury's Office of Foreign Assets Control (OFAC). These laws include restrictions on destinations, end-users and end-use. By accepting this license, you confirm that you are not currently residing in a country or region currently embargoed by the U.S. and that you are not otherwise prohibited from receiving the SDK. 15. GOVERNMENT USE. The SDK is, and shall be treated as being, "Commercial Items" as that term is defined at 48 CFR § 2.101, consisting of "commercial computer software" and "commercial computer software documentation", respectively, as such terms are used in, respectively, 48 CFR § 12.212 and 48 CFR §§ 227.7202 & 252.227-7014(a)(1). Use, duplication or disclosure by the U.S. Government or a U.S. Government subcontractor is subject to the restrictions in this license pursuant to 48 CFR § 12.212 or 48 CFR § 227.7202. In no event shall the US Government user acquire rights in the SDK beyond those specified in 48 C.F.R. 52.227-19(b)(1)-(2). 16. NOTICES. You agree that any notices that Virtru sends you electronically, such as via email, will satisfy any legal communication requirements. 17. ENTIRE AGREEMENT. This license is the final, complete and exclusive agreement between the parties relating to the subject matter of this license and supersedes all prior or contemporaneous understandings and agreements relating to this subject matter, whether oral or written. If any court of competent jurisdiction determines that any provision of this license is illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect. Any amendment or waiver under this license shall be in writing and signed by representatives of both parties. 18. LICENSING. If the distribution terms in this license are not suitable for your organization, or for any questions regarding this license, please contact Virtru at legal @virtru.com