BreachGuard License Agreement

By using, copying or distributing Breach Guard and accompanying documentation (the program's object code and documentation are collectively referred to as "the software”), you indicate your acceptance of the following license terms:

1) USAGE

BreachSource Inc grants you (the licensee) a permission to use the software at no cost for non-commercial purposes only.

You may

a. use the Software on any computer in your possession;

b. make copies of the Software; and

c. Distribute the Software (subject to the requirements of Section 2 below) only in the form originally furnished by BreachSource Inc with no modifications or additions whatsoever. If you have the slightest doubt that your copy of the Software is not original, you must contact BreachSource Inc for an original copy.

2) LIMITATIONS ON LICENSE.

The license granted in Section 1 is subject to the following restrictions:

Distribution of the Software is permitted provided that the following conditions are met:

a. You may not modify, combine other commercial applications with or create any derivative works of the Product or documentation, including customization, translation or localization.

b. You may not reverse engineer, disassemble, decompile or make any attempt to discover the source code of the Software.

c. You may not remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software.

d. You may not sell, license, lease or rent the Software to third parties for a fee (by payment of money or otherwise, whether direct or indirect)

e. You may not charge for the software (either for profit or merely to recover your media and distribution costs) whether as a stand-alone product, or as part of a compilation or anthology, without explicit prior written permission.

f. You may not distribute the software for a fee (by payment of money or otherwise, whether direct or indirect).

g. You must make reference to this licence (by Uniform Resource Identifier (URI), spoken word or as appropriate to the media used) on all copies of the software distributed.

h. You must keep intact all notices that refer to this licence, in particular the URI, if any, that are associated with the software.

i. You many not falsely declare authorship of the software.

j. You may not delete or modify this license agreement.

k. In no case may the software be bundled with hardware or non-shareware software without written permission from Breachsource Inc.

3) DISTRIBUTION

As used in this Agreement, the term "distribute" (and its variants) includes making the Software available (either intentionally or unintentionally) to third parties for copying or use, including providing timeshare access. Each time you distribute the Software, the recipient must expressly agree to comply with these terms and conditions. The recipient automatically receives this license to use, copy, or distribute the Software subject to these terms and conditions. You may not impose any further restrictions on the recipients` exercise of the rights granted herein. You are not responsible for enforcing compliance with this Agreement by recipients.

4) TITLE

The SOFTWARE is owned and copyrighted by Breachsource Inc. Your license confers no title or ownership in the SOFTWARE. This License gives you no intellectual property rights and is limited only to access and usage of the software according to terms set forth in this agreement.

5) WARRANTIES AND DISCLAIMER

THE SOFTWARE IS LICENSED FREE OF CHARGE, AND THERE IS NO WARRANTY FOR THE SOFTWARE. BREACHSOURCE INC PROVIDES THE SOFTWARE AS IS”, AND BREACHSOURCE INC, AND ALL OTHER PERSONS WHO HAVE BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE SOFTWARE, DISCLAIM ALL CONDITIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY CONDITIONS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE RESULTS, QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU AND YOUR DISTRIBUTEES. SHOULD THE SOFTWARE PROVE DEFECTIVE OR A FAILURE OF THE PROGRAM TO OPERATE WITH ANY OTHER PROGRAMS, YOU AND YOUR DISTRIBUTEES (AND NOT BREACHSOURCE INC) ASSUME THE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. BREACHSOURCE INC MAKES NO WARRANTY OF NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.USE IT AT YOUR OWN RISK.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL BREACHSOURCE INC OR ANY OTHER PERSON WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE SOFTWARE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY GENERAL, DIRECT, INDIRECT, SPECIAL,INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY CHARACTER ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, LOSS OF PROFITS, LOSS OF DATA, OUTPUT FROM THE SOFTWARE OR DATA BEING RENDERED INACCURATE, FAILURE OF THE SOFTWARE TO OPERATE WITH ANYOTHER PROGRAMS, DAMAGES FOR LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES OF WHATEVER NATURE, EVEN IF BREACHSOURCE INC HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.SUBJECT TO ANY LIABILITY WHICH MAY NOT BE EXCLUDED OR LIMITED BY LAW THE LICENSOR SHALL NOT BE LIABLE AND HEREBY EXPRESSLY EXCLUDES ALL LIABILITY FOR LOSS OR DAMAGE HOWSOEVER AND WHENEVER CAUSED TO YOU.

6) INDEMNIFICATION

You and your distributees shall defend, indemnify and hold harmless Breachsource Inc, its distributors and suppliers, and all other persons who have been involved in the creation, production, or delivery of the Software, from any claim, demand, liability, damage award, suit, judgment, or other legal action (including reasonable attorney's fees) arising out of your use, distribution, modification, or duplication of the Software.

7) TERMINATION

The license granted hereunder is effective until terminated by BreachSource Inc. You may terminate it at any time by destroying the Software. This license will terminate automatically if you fail to comply with the limitations described above. On termination, you must destroy all copies of the Software. The termination of your license will not result in the termination of the licenses of any distributees who have received rights to the Software through you so long as they are in compliance with the provisions of this Agreement.

8) RESERVED RIGHTS

All rights not expressly granted here are reserved to Breachsource Inc

9) GENERAL

The validity or enforceability of the remaining terms of this agreement is not affected by the holding of any provision of it to be invalid or unenforceable.