GraphOn Software License Agreement PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THE SOFTWARE ("SOFTWARE") AND RELATED DOCUMENTATION ("DOCUMENTATION," AND COLLECTIVELY WITH THE SOFTWARE, "LICENSED PRODUCTS"). THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND GRAPHON CORPORATION ("GRAPHON") FOR THE LICENSED PRODUCTS. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. GRAPHON IS WILLING TO LICENSE THE LICENSED PRODUCTS TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING THE LICENSED PRODUCTS, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT ALLOWED TO DOWNLOAD, INSTALL, COPY OR OTHERWISE USE THE LICENSED PRODUCTS. IN SUCH CASE, CLICK ON "I DECLINE" AND YOU MAY RETURN THE LICENSE TO WHERE YOU PURCHASED THE LICENSE AND RECEIVE A REFUND OF THE FEES YOU PAID FOR THE LICENSED PRODUCTS. "YOU" MAY BE REFERRED TO AS "YOU" OR "YOUR." THE LICENSED PRODUCTS ARE PROTECTED BY COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS. THIS AGREEMENT IS A LICENSE AGREEMENT AND NOT AN AGREEMENT FOR SALE OR FOR TRANSFER OF TITLE. TITLE TO THE LICENSED PRODUCTS AND ALL RELATED INTELLECTUAL PROPERTY RIGHTS IS AND SHALL REMAIN AT ALL TIMES WITH GRAPHON. THIS AGREEMENT IS THE ENTIRE AGREEMENT BETWEEN GRAPHON AND YOU RESPECTING THE LICENSED PRODUCTS AND SUPERSEDES ALL PRIOR ORAL OR WRITTEN PROPOSALS, AGREEMENTS OR COMMUNICATIONS RESPECTING ITS SUBJECT MATTER. 1. License Grant: Subject to the terms, covenants, conditions, limitations and terms contained in this Agreement, GraphOn hereby grants to You a non-exclusive, personal, non-transferable, limited right and license ("License") to use the downloaded Software only in machine-readable object code form on a single computer. You may make one copy of the Software for back-up purposes only. GraphOn also grants to You a non-exclusive, personal, non-transferable, limited right and license, to use the Documentation in any form that GraphOn may deliver to You based on this Agreement in connection with Your use of the Licensed Products in accordance with this Agreement, all on the terms and conditions contained herein. The licenses granted by this Agreement shall begin upon the day that You click on "I Accept." 2. License Fee: In consideration for the licenses granted under this Agreement, You shall pay to GraphOn or its resellers the respective license fee (the "License Fee") for the Licensed Products. 3. Restrictions: This license does not include use of the source code for the Licensed Products. You may only use the Licensed Products for Your own internal business operations on a single computer. You agree not to assign, sell, sublicense, lease, transfer, pledge, rent or share Your rights under this Agreement. You shall not make copies of the Licensed Products unless authorized in writing by GraphOn; provided that You may make one copy of the Software for back-up purposes only. Any copies that You are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Licensed Products. You agree not to modify, adapt, translate, create derivative works, disassemble, decompile or otherwise reverse engineer or attempt to discover the source code of the Licensed Products. All rights not specifically granted to the Licensed Products are expressly reserved for GraphOn. 4. Proprietary Rights: You acknowledge that the Licensed Products constitute and incorporate confidential and proprietary information and trade secrets of GraphOn and its suppliers. You agree to safeguard the confidentiality thereof, and not to use the Licensed Products other than as permitted under this Agreement, nor to publish, disclose, or provide access to the Licensed Products to any person other than to Your authorized employees or contractors and consultants who have agreed in writing to be bound by these confidentiality obligations. You further agree to keep confidential and protect from unauthorized disclosure all other information that GraphOn may designate as confidential or proprietary. You may not remove any copyright, trade secret or other intellectual property notices on any Licensed Products, reports or copies thereof. 5. Audit Rights: GraphOn reserves the right to audit the compliance of Your use of the Licensed Products with the terms of this Agreement. You agree to cooperate with any audit request and provide GraphOn with all reasonable assistance and access to information. 6. Warranty Disclaimer: GraphOn does not warrant that the Licensed Products will meet Your requirements or that operation of the Licensed Products will be uninterrupted or that the Licensed Products will be error-free. THE LICENSED PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT ARE HEREBY EXCLUDED. IF THE DOWNLOAD OF THE SOFTWARE IS DEFECTIVE, YOU MAY DOWNLOAD THE SOFTWARE AGAIN, AS YOUR SOLE AND EXCLUSIVE REMEDY. 7. Limitation of Liability: You bear the entire risk as to the quality and performance of the Licensed Products. GraphOn's cumulative liability to You or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement, shall not exceed the lesser of (i) Graphon’s current list price for the Licensed Products as of the date of Your purchase, and (ii) the License Fee. IN NO EVENT WILL GRAPHON OR ITS RESELLERS BE LIABLE IN CONTRACT, TORT OR OTHERWISE, FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS, LOST DATA OR LOST SAVINGS, EVEN IF A GRAPHON REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to You. 8. Indemnification: You agree to hold GraphOn and its successors, assigns, officers, directors, representatives, employees and agents, harmless from and against any claim, suit, loss, liability, penalty or damage (including incidental and consequential damages), costs and expenses (including reasonable attorneys’ fees and expenses), arising out of Your breach of this Agreement. 9. Termination: This Agreement is effective upon downloading the Software and shall continue until terminated. You may terminate this Agreement at any time upon written notice to GraphOn. This Agreement will terminate immediately with notice from GraphOn, if You fail to comply with any provision of this Agreement. Upon termination of this Agreement for any reason, You must cease using the Licensed Products immediately and destroy all copies of the Licensed Products and certify in writing no more than two (2) business days after termination or expiration that You have complied with the foregoing. All provisions of this Agreement which must survive in order to give effect to its meaning will survive termination or expiration of this Agreement. 10. Export Regulations: You shall comply with all applicable laws and regulations of the United States and/or any foreign countries with respect to the use of the Licensed Products outside of the United States, including without limitation import and export restrictions, obtaining any necessary consents and licenses and registering or filing any document. You hereby certify that You will not knowingly transfer, export, re-export, transship, or use, directly or indirectly, the Licensed Products or related information or the direct product of such data, media, or products in violation of United States laws and regulations (including without limitation, the U.S. Export Administration Regulations), unless prior written authorization is obtained from us and the appropriate United States government agency. None of the Licensed Products may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, Yugoslavia, North Korea, Iran, 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 downloading or using the Licensed Products, 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. 11. U.S. Government Restricted Rights: Use, duplication or disclosure by the Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer-Restricted Rights clause at FAR 52,227-19 when applicable, or in sub-paragraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252,227-7013, and in similar clauses in the NASA FAR Supplement. Contractor/manufacturer is GraphOn Corporation, 5400 Soquel Avenue, Suite A-2, Santa Cruz, CA 95062. 12. Governing Law: This Agreement shall be governed by the laws of the State of California, USA, excluding the application of its conflicts of law rules. 13. No Assignment: This Agreement shall bind and inure to the benefits of the parties hereto and their respective heirs, successors and permitted assigns. You may not assign this Agreement or any of the rights or obligations created hereunder without the express prior written consent of GraphOn. Nothing in this Agreement is intended to or shall confer any rights or remedies on any person other than the parties hereto, their respective successors and assigns. 14. Specific Performance: Because a breach of the provisions of this Agreement (including without limitation unauthorized use or copying of the License Products or breach of the confidentiality provision) would cause irreparable harm and significant injury which would be difficult to ascertain and which would not be compensable by damages alone, You agree that GraphOn has the right to enforce those provisions by injunction (without the necessity of posting bond), specific performance or other equitable relief without prejudice to any other rights or remedies GraphOn may have. 15. Any notice, request or other communication required or permitted to be delivered hereunder shall be in writing, and shall be deemed effective (a) as of the date it is delivered to the party to be charged thereby by hand, (b) as of the date it is sent to that party by telephone fax with confirmation received followed by a copy by U.S. mail or (c) one (1) business day after it is delivered to that party by a reputable overnight courier and properly addressed to that party. 16. Miscellaneous. This Agreement may not be modified except by a writing, executed by GraphOn and You. If any provision is or becomes, at any time or for any reason, unenforceable or invalid, the remaining provisions shall continue with the same effect as if such unenforceable or invalid provisions was not inserted herein, provided that the ability of either party to obtain substantially the bargained-for performance of the other shall not have thereby been impaired. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.