This Production 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 deploy and operate B5 Secure in production and incorporates the Mutual NDA between the parties by reference.

1.Definitions

“Software” means the B5 Secure Never Trust security library for .NET, including the Premium source package made available under this Agreement. “Edition” and “Licensed Metric” mean the product edition and the unit of measure (for example, protected applications, environments, or instances) and quantities stated in the Order. “Production Environment” means a live environment in which Licensee operates the Software to secure Licensee Applications. “Order” means an order or quote that references this Agreement and states the Edition, Licensed Metric, quantities, Term, and fees. “Documentation” and “Support” have their ordinary meanings as B5 Secure generally provides them to Premium licensees.

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, to install, deploy, and use the Software in Production Environments to secure Licensee Applications, and to use the Premium source package to build and maintain those applications, in each case within the Edition and Licensed Metric stated in the Order. Ownership of the Software is addressed in Section 3 and follows the same allocation as the Integration & Developer License: Licensee owns its applications and original code; B5 Secure and Todd Yancey retain all rights in the Software and the Source Package.

3.Scope; Editions & Metrics; True-Up

Licensee’s use is limited to the Edition, Licensed Metric, and quantities in the Order. If Licensee’s use exceeds the licensed quantities, the parties will true-up the additional fees for the excess at the rates in the Order, prospectively. B5 Secure may, on reasonable written notice and not more than annually, verify Licensee’s use against the Order.

4.Restrictions

Licensee shall not: (a) distribute or make the Software available other than as embedded within Licensee Applications; (b) use the Software to build or assist in building a competing product; (c) exceed the Edition or Licensed Metric; (d) remove or obscure proprietary notices; or (e) publish benchmark, performance, or security-testing results regarding the Software without B5 Secure’s prior written consent.

5.Support, Updates & Service Levels

During the Term, B5 Secure will provide the priority Support and ServiceStack support stated in the Order, make generally released updates and maintenance releases available, and provide the workshops and security-review services, if any, set out in the Order. Target response times and service levels are as described in the Order or the then-current support description.

6.Data & Deployment

The Software is a library that runs inside Licensee’s own environment. B5 Secure does not host the Software, does not access Licensee’s production data through the Software, and is not a processor of Licensee’s end-user data by virtue of the license. Where a deployment requires a data-processing agreement for personal data Licensee processes, the parties will execute the B5 Secure Data Processing Addendum.

7.Confidentiality

The Premium source package, the Documentation, the B5 (B1–B5) pipeline and activity-data authorization design, and all non-public information disclosed under this Agreement are Confidential Information of B5 Secure, governed by the incorporated Mutual NDA.

8.Limited Warranty

B5 Secure warrants that, during the Term, the unmodified Software will perform materially in accordance with the Documentation. For any non-conformance Licensee reports during the Term, Licensee’s exclusive remedy, and B5 Secure’s entire liability, is for B5 Secure to use commercially reasonable efforts to correct the non-conformance or, if it cannot do so within a reasonable time, to refund the fees attributable to the non-conforming Software for the then-current Term. EXCEPT AS STATED, THE SOFTWARE IS PROVIDED “AS IS,” AND B5 SECURE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9.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, subject to the exclusions for modifications, combinations, and out-of-scope use described in the Integration & Developer License. B5 Secure’s remedies (procure the right, modify or replace, or terminate and refund the unused prepaid fees) and this Section state B5 Secure’s entire liability for infringement.

10.Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA. EACH PARTY’S TOTAL AGGREGATE LIABILITY 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 BREACH OF SECTION 4 OR 7, TO B5 SECURE’S INDEMNITY UNDER SECTION 9, OR TO LICENSEE’S PAYMENT OBLIGATIONS.

11.Compliance; Export; Government Use

Each party will comply with applicable laws, including export-control and anti-corruption laws. Licensee will not export or use the Software in violation of U.S. export regulations. The Software is “commercial computer software” and “commercial computer software documentation,” and any U.S. Government licensee acquires only the rights stated in this Agreement, consistent with FAR 12.212 and DFARS 227.7202.

12.Term; Termination; Effect

This Agreement runs for the subscription Term in the Order and renews as provided there. Either party may terminate for the other’s uncured material breach (thirty (30) days’ notice). On expiration or termination, Licensee shall cease production use of the Software within a commercially reasonable wind-down period not to exceed thirty (30) days and destroy the Premium source package; Sections 3, 4, 6–11, and 13 survive.

13.Fees; General

Licensee shall pay the fees in the Order, plus taxes. This Agreement, with the Mutual NDA and the Order, is the entire agreement on its subject matter; the Order controls for commercial terms. It is governed by California law, exclusive venue San Mateo County, California, and may be executed in counterparts including by electronic or click-through signature (valid 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.