This Integration & Developer License Agreement (this “Agreement”) is entered into as of the date of acceptance or signature below (the “Effective Date”) by and between B5 SECURE LLC, a California limited liability company, PO Box 1410, Menlo Park, California 94026-1410 (“B5 Secure”), and the entity that accepts it (“Licensee”). It governs Licensee’s license to the B5 Secure Starter source package for building B5 Secure into Licensee’s applications, and incorporates the Mutual NDA between the parties by reference.

1.Definitions

“Software” means the B5 Secure Never Trust security library for .NET. “Source Package” means the B5 Secure Starter source-code package made available under this Agreement. “Licensee Application” means an application developed by Licensee into which the Software is compiled. “Named Developer” means an individual employee or contractor of Licensee, identified by Licensee, who accesses or works with the Source Package. “Documentation” means the then-current technical documentation B5 Secure makes generally available. “Order” means an order, quote, or checkout that references this Agreement and states the number of Named Developers and the fees. “Term” has the meaning in Section 12.

2.License Grant

Subject to this Agreement and payment of the applicable fees, B5 Secure grants Licensee a non-exclusive, non-transferable, worldwide license, during the Term, for its Named Developers to: (a) install and use the Source Package and Documentation; (b) modify and compile the Source Package solely to develop and maintain Licensee Applications; and (c) reproduce and distribute the Software in compiled form, embedded within Licensee Applications, to Licensee’s end users. The number of Named Developers may not exceed the number stated in the Order.

3.Source Package; Ownership

As between the parties, Licensee owns the Licensee Applications and the original code Licensee authors, and B5 Secure and its licensor, Todd Yancey, own and retain all right, title, and interest in and to the Software, the Source Package, and all modifications, enhancements, and derivative works of the Source Package, whether made by Licensee or B5 Secure. Licensee’s rights in the Source Package and any derivative of it are limited to the license granted in Section 2. No rights are granted by implication or estoppel, and all rights not expressly granted are reserved.

4.Restrictions

Licensee shall not: (a) distribute, sublicense, sell, lease, or otherwise make available the Software or the Source Package on a standalone basis or other than as compiled and embedded within a Licensee Application; (b) use the Software or Source Package to develop, or to assist a third party in developing, a product that competes with the Software; (c) remove, alter, or obscure any proprietary notices; (d) permit access to the Source Package by anyone other than a Named Developer within the licensed count; (e) use the Software in excess of the scope in the Order; or (f) assign, transfer, or provide the Source Package to any third party except as expressly permitted.

5.Named-Developer Scope; Verification

The license is sized by Named Developer. Licensee shall maintain accurate records of its Named Developers and, on reasonable written notice and not more than once per year, certify the count to B5 Secure. If verification shows use in excess of the licensed count, Licensee shall promptly true-up the fees for the excess.

6.Support & Updates

During the Term, B5 Secure will provide email support and will make available updates and maintenance releases of the Software that it generally releases to Starter licensees. Support levels, response targets, and any professional services are as stated in the Order or the then-current support description.

7.Third-Party & Open-Source Components

The Software may include third-party or open-source components that are licensed under their own terms, identified in a notices file accompanying the Software. Those terms govern your use of those components, and nothing in this Agreement limits any rights you have under them.

8.Confidentiality

The Source Package, the B5 (B1–B5) pipeline and activity-data authorization design, the Documentation, and all non-public information disclosed under this Agreement are Confidential Information of B5 Secure, governed by the Mutual NDA between the parties, which is incorporated by reference.

9.Limited Warranty

B5 Secure warrants that, for ninety (90) days after the Software is first made available to Licensee, the unmodified Software will perform materially in accordance with the Documentation. Licensee’s exclusive remedy, and B5 Secure’s entire liability, for breach of this warranty is, at B5 Secure’s option, to repair or replace the Software or refund the fees attributable to the non-conforming Software. EXCEPT FOR THIS LIMITED WARRANTY, THE SOFTWARE AND SOURCE PACKAGE ARE PROVIDED “AS IS,” AND B5 SECURE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.Intellectual-Property Indemnity

B5 Secure will defend Licensee against any third-party claim that the unmodified Software, used as permitted, infringes a U.S. patent, copyright, or trademark or misappropriates a trade secret, and will indemnify Licensee for amounts finally awarded or agreed in settlement. This obligation does not apply to claims arising from (a) modifications not made by B5 Secure, (b) combination of the Software with items not provided by B5 Secure, or (c) use outside the scope of this Agreement. If the Software is or may become subject to such a claim, B5 Secure may, at its option, procure the right to continue use, modify or replace the Software, or terminate the license and refund the unused, prepaid fees. This Section states B5 Secure’s entire liability for intellectual-property infringement.

11.Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY LICENSEE UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS DO NOT APPLY TO A PARTY’S BREACH OF SECTION 4 (RESTRICTIONS) OR 8 (CONFIDENTIALITY), TO B5 SECURE’S INDEMNITY UNDER SECTION 10, OR TO LICENSEE’S PAYMENT OBLIGATIONS.

12.Term; Termination; Effect

This Agreement begins on the Effective Date and continues for the subscription term stated in the Order, renewing as provided there. Either party may terminate for the other’s material breach not cured within thirty (30) days of written notice. On expiration or termination, Licensee shall cease using the Source Package and destroy its copies; provided that, for Licensee Applications already distributed in compiled form, Licensee and its end users retain a perpetual, non-exclusive license to continue using those distributed copies of the embedded Software, but Licensee shall not compile or distribute new copies. Sections 3, 4, 8, and 10–14 survive.

13.Fees; General

Licensee shall pay the per-Named-Developer fees in the Order, plus applicable taxes. This Agreement, together with the Mutual NDA and any Order, is the entire agreement on its subject matter; in a conflict, the Order controls for commercial terms. It is governed by California law, without regard to conflict-of-laws principles, with exclusive venue in San Mateo County, California. It may be executed in counterparts, including by electronic or click-through signature; acceptance through the B5 Secure website is a valid electronic signature under Cal. Civ. Code § 1633.1 et seq. and 15 U.S.C. § 7001 et seq. Licensee may not assign without B5 Secure’s prior written consent, except to a successor in a merger or sale of substantially all assets. Notices to B5 Secure: legal@b5secure.com.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date, or the Licensee has accepted it electronically below.

Fields shown as [bracketed] and the commercial terms are completed in the applicable Order or at signing. This document is provided for review; the executed version that applies to your license governs.