Terms and Conditions

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE. BY CLICKING "I ACCEPT", DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ ALL TERMS AND CONDITIONS, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY THEM.

This End User License Agreement (the "Agreement") is made by and between MySmartLogon SAS, a French société par actions simplifiée ("MySmartLogon"), and the entity on whose behalf the Software is used ("Licensee"). This Agreement sets forth all terms and conditions applicable to use of the Software by Licensee. MySmartLogon may update these terms at any time, with notice to Licensee; continued use of the Software after such notice constitutes acceptance of the updated terms.

Affiliate

An entity controlled by, under common control with, or controlling a Party (ownership interest > 50%).

Software

MySmartLogon proprietary licensed computer software program(s) downloaded and/or installed pursuant to this Agreement, and the Documentation. Includes Trial Software and Subscription Software.

Beta Software

A pre-release version made available for development and testing purposes prior to general commercial availability.

Trial Software

Software downloaded for temporary evaluation. Includes Beta Software.

Subscription Software

Software licensed with time limits (other than Trial Software), pursuant to an Order.

Documentation

Technical documentation provided with the Software or available at mysmartlogon.com/download/.

Services

MySmartLogon proprietary services provided remotely in relation to the Software. Includes Maintenance Services.

Maintenance Services

Remote maintenance and support services provided to Licensee.

Quote / Order

Quote: any quote issued by MySmartLogon for Software or Services. Order: any order for Software or Services, including a signed Quote.

1.1 Trial Software

The evaluation period is 30 days from installation. Trial Software may only be used to evaluate a purchase decision. Only one evaluation period per release is permitted unless MySmartLogon grants an extension. Trial Software is provided at no charge; Licensee bears any applicable taxes or fees.

1.1.2 Subscription Software

The license term begins and ends as set forth in the Order. Subscription Software automatically renews for equal terms unless Licensee provides written notice of non-renewal at least 60 days before the end of the current term. MySmartLogon may adjust fees at renewal. If a Subscription Term expires without renewal, reinstatement requires payment of a Subscription Reinstatement Fee equal to 10% of the last year's fees, in addition to the new subscription fees.

1.1.3 License Grant

Subject to this Agreement, MySmartLogon grants Licensee a non-exclusive, non-transferable, non-sublicensable right to install and use one copy of the Software for Licensee's and its Affiliates' own internal business operations. Licensee may make a reasonable number of archival copies (excluding Trial Software), provided the original and copies are not in use simultaneously. Software is provided in binary code only; no source code rights are granted.

1.2 Restrictions

Licensee may not:

• Modify, reverse-engineer, decompile, or disassemble the Software
• Use the Software on a managed service, SaaS, or time-share basis without prior written consent
• Resell the Software or use it to provide consulting or training to third parties
• Assign the Software to a third party for managing Licensee's environment without consent
• Benchmark, develop competing products, or use the Software to MySmartLogon's commercial detriment

1.3 U.S. Government Users

The Software is a "commercial item" as defined at 48 C.F.R. 2.101. All U.S. Government users acquire the Software with only the rights set forth herein. Manufacturer: MySmartLogon SAS, 4 allée des Marronniers, 78110 Le Vésinet, France.

1.4 Export

Licensee shall not export or re-export the Software in violation of export laws or national security controls of France, the United States, or other applicable authorities.

1.5 Locking Mechanism

Trial and Subscription Software include a locking mechanism that prevents use after license expiration. Licensee may not disable or circumvent this mechanism.

1.6 Reservation of Rights

All rights not expressly granted are reserved by MySmartLogon. Software is licensed, not sold.

2.1 Maintenance Services

Scope: MySmartLogon makes available, via web download, new versions and releases of the Software — including corrections, enhancements, and updates — when generally available without charge.

Term: Maintenance Services run from the dates set forth in the Order. MySmartLogon may deny Maintenance Services if applicable fees have not been received.

Confidential Information means non-public information disclosed by one Party to the other as a result of this Agreement. Each Party shall hold the other's Confidential Information in confidence and not disclose or use it except as authorized by this Agreement or as required by law (with prompt written notice to the other Party).

Suggestions: Any feedback, enhancement requests, or recommendations Licensee provides to MySmartLogon are granted to MySmartLogon under a royalty-free, worldwide, perpetual, irrevocable license for incorporation into products and services.

4.2 Limited Warranty for Subscription Software

For 30 days from license key issuance, MySmartLogon warrants that: (i) the media, if any, will be free from material defects under normal use; and (ii) the Software will substantially conform to its Documentation. Licensee must report warranty breaches in writing during the warranty period. Exclusive remedy: repair, workaround, or refund at MySmartLogon's option.

4.3 Disclaimer: THE LIMITED WARRANTIES IN SECTION 4.2 ARE THE ONLY WARRANTIES PROVIDED. ALL OTHER WARRANTIES — EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE — ARE EXPRESSLY DISCLAIMED.

5.2 Injunctive Relief: MySmartLogon is entitled to seek injunctive and other equitable relief for any breach or attempted breach, without posting bond or proving actual damages.

5.3 Waiver of Jury Trial: Licensee irrevocably waives any right to trial by jury in any proceeding arising out of or related to the Software, Services, or this Agreement.