SECURITY MOMENTS PRODUCT END USER LICENSE AGREEMENT

AND TERMS OF USE

This Product End User License Agreement (this "Agreement"), is a binding agreement between Security Moments LLC ("Licensor") and You as the corporation, individual or entity licensee of the Product ("Licensee").

LICENSOR PROVIDES THE PRODUCT SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE "ACCEPT" BUTTON YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE OR OLDER; AND (II) IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE THE PRODUCT TO LICENSEE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR LICENSEE'S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY PRODUCT OR DOCUMENTATION THAT LICENSEE DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF LICENSOR'S WORK OR INTELLECTUAL PROPERTY.

1. Definitions. For purposes of this Agreement, the following terms have the following meanings:

"Authorized User" or “Licensee” means the individual person(s) authorized to use the Product(s) pursuant to the license purchased and granted under this Agreement.

"Documentation" means user manuals, technical manuals, and any other materials provided by Licensor, in printed, electronic, or other form, that describe the operation, use, or technical specifications of the Product.

"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

"Person" means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

“Product” means the Licensor’s goods including, but not limited to the Cyber Resource Kit, training, services, specifications, Documentation, and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, software, and other technologies and inventions of Licensor, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided by Licensor to the Authorized User pursuant to the license granted under this Agreement.

"Third Party" means any Person other than Licensee or Licensor.

2. License Grant and Scope. Subject to and conditioned upon Licensee's payment of the license fees and Licensee's strict compliance with all terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to use, solely by and through its Authorized Users, the Product and Documentation, solely as set forth in this Section 2 and subject to all conditions and limitations set forth in Section 4 or elsewhere in this Agreement.

(a) Licensee shall use and run the Product as properly in accordance with this Agreement and the Documentation, solely as set forth in the Documentation and solely for Licensee's internal business purposes.

(b) Licensor hereby grants to the Licensee that purchases the Cyber Resource Kit a non-exclusive, non-transferable, perpetual license to implement and use the Cyber Resource Kit.

(c) Documentation may contain references to external resources. Such identification is not intended to imply creation, ownership, recommendation or endorsement by Licensor, nor is it intended to imply that the companies or materials are the best available for the purpose.

3. Use Restrictions. Licensee shall not, and shall require its Authorized Users not to, directly or indirectly:

(a) use (including make any copies of) the Product or Documentation beyond the scope of the license granted under Section 2;

(b) provide any other Person, including any subcontractor, independent contractor, affiliate, or service provider of Licensee, with access to or use of the Product or Documentation;

(c) remove, delete, alter, or obscure any marks, trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Product or Documentation, including any copy thereof;

(d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Product, or any features or functionality of the Product, to any Third Party for any reason;

(e) use the Product or Documentation in violation of any law, regulation, or rule; or

(f) use the Product or Documentation for purposes of competitive analysis of the Product, the development of a competing Product or service, or any other purpose that is to the Licensor's commercial disadvantage.

4. Responsibility for Use of Product. Licensee is responsible and liable for all uses of the Product and Documentation through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Product and Documentation by its Authorized Users or by any other Person to whom Licensee or an Authorized User may provide access to or use of the Product and/or Documentation, whether such access or use is permitted by or in violation of this Agreement.

5. Intellectual Property Rights. Licensee acknowledges and agrees that the Product and Documentation are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Product or Documentation under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Licensor reserves and shall retain its entire right, title, and interest in and to the Product and Documentation and all Intellectual Property Rights arising out of or relating to the Product, except as expressly granted to the Licensee in this Agreement. Licensee shall use commercially reasonable efforts to safeguard all Product and Documentation from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee shall promptly notify Licensor if Licensee becomes aware of any infringement of the Licensor's Intellectual Property Rights in the Product and Documentation and fully cooperate with Licensor, in any legal action taken by Licensor to enforce its Intellectual Property Rights.

6. PAYMENT. All Fees are payable in advance and are non-refundable.

7. Term and Termination.

(a) This Agreement and the license granted hereunder shall remain in effect until terminated as set forth herein (the "Term").

(b) Licensor may terminate this Agreement at any time.

(d) Licensor may terminate this Agreement, effective upon written notice to Licensee, if Licensee, breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured twenty (20) days after Licensor provides written notice thereof.

(e) Upon expiration or earlier termination of this Agreement, the license granted hereunder shall also terminate, and Licensee shall cease using and destroy all copies of the Product and Documentation. No expiration or termination shall affect Licensee's obligation to pay all Fees that may have become due before such expiration or termination.

8. Warranty Disclaimer.

(a) Solely with respect to Product for which Licensor receives a License Fee, Licensor warrants that, for a period of thirty (30) days following the date of purchase:

(i) the Product will substantially contain the functionality described in the Documentation, and when operated in accordance with, the Documentation, will substantially perform in accordance therewith.

(b) The warranties set forth in Section 8(a) will not apply and will become null and void if Licensee breaches any provision of this Agreement, or if Licensee, any Authorized User, or any other Person provided access to the Product by Licensee or any Authorized User, whether or not in violation of this Agreement:

(i) uses the Product in a manner not specified in the Documentation or expressly authorized by Licensor in writing;

(ii) modifies or damages the Product; or

(iii) misuses the Product, including any use of the Product other than as specified in the Documentation or expressly authorized by Licensor in writing.

(c) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a) THE PRODUCT AND DOCUMENTATION ARE PROVIDED TO LICENSEE "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PRODUCT AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED PRODUCT WILL MEET THE LICENSEE'S REQUIREMENTS, ACHIEVE ANY INTENDED PURPOSE OR RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER PRODUCT, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

9. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:

(a) IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE PRODUCT; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; AUDIT FINDING OR FAILURE; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) IN NO EVENT WILL LICENSOR'S AND ITS AFFILIATES', INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS' AND SERVICE PROVIDERS', COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENTOR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO LICENSOR IN THE ONE MONTH PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(c) THE LIMITATIONS SET FORTH IN SECTION 9(a) AND SECTION 9(b) SHALL APPLY EVEN IF THE LICENSEE'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

10. Export Regulation. The Product and Documentation may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. The Licensee shall not, directly or indirectly, export, re-export, or release the Product or Documentation to, or make the Product or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. The Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Product or Documentation available outside the US.

11. Miscellaneous.

(a) All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Illinois in each case located in Cook County, and each party irrevocably submits to the jurisdiction of such courts in any such legal suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

(b) Licensor will not be responsible or liable to Licensee, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, pandemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning, loss and destruction of property, or any other circumstances or causes beyond Licensor's reasonable control.

(c) All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

(d) This Agreement, together with our Website Term of Use, Privacy Policy, Annex 1: Product Terms of Use, Documentation, and all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between Licensee and Licensor with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

(e) Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Licensor's prior written consent, which consent Licensor may give or withhold in its sole discretion. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 11(e) is void. Licensor may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee's consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

(f) This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

(g) This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(h) If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

(i) The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

Annex 1

AUTHORIZED USER TERMS OF USE

These Product Terms of Use (“Terms” or "Terms of Use") govern your use of the Product and Documentation provided to you for your use pursuant to and subject to the Product End User License Agreement (the "Agreement") between Security Moments LLC ("Licensor,” “our,” “us” or “we”) the person or entity who purchased the Product ("Licensee,” “you,” or “your”). Terms referenced herein shall have the same meaning as prescribed in the Agreement.

BY CLICKING THE "ACCEPT" BUTTON YOU: (i) REPRESENT THAT YOU ARE DULY AUTHORIZED BY LICENSEE TO ACCESS AND USE THE PRODUCT; AND (ii) ACCEPT THESE AUTHORIZED USER TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT CLICK THE "ACCEPT" BUTTON AND YOU WILL HAVE NO LICENSE TO, AND MUST NOT ACCESS OR USE, THE PRODUCT.

1. License Grant. Subject to your strict compliance with these Terms of Use, Licensor hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited license to use the Product solely in accordance with the Documentation for Licensee's internal business purposes. The foregoing license will terminate immediately on the earlier to occur of:

(a) the expiration or earlier termination of the Agreement between Licensor and Licensee; or

(b) your ceasing to be an authorized Licensee to use the Product for any or no reason.

2. Use Restrictions. You shall not, directly or indirectly:

(a) use the Product or Documentation except as set forth in Section 1;

(b) copy the Product or Documentation, in whole or in part;

(c) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the Product or Documentation, including any copy thereof;

(d) lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Product or any features or functionality of the Product, for any reason, to any other person or entity, including any subcontractor, independent contractor, affiliate, or service provider of Licensee;

(e) use the Product or Documentation in violation of any law, regulation, or rule; or

3. Prices and Payment Terms.

(a) All prices posted on this Site are subject to change without notice. The price charged for the Product will be the price in effect at the time the order is placed. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes. All such taxes and charges will be added to your merchandise total and will be itemized in your order confirmation. We are not responsible for pricing, typographical, or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.

(b) Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order. We accept credit cards, debit cards, and wire transfers. When you initiate a transaction, our third party payment processor Helcim Inc. will authorize your credit or debit card for the full amount of your purchase. You represent and warrant that (i) the credit card information you supply is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.

4. Refunds. WE OFFER NO REFUNDS ON ANY PRODUCTS ON THIS SITE.

5. Compliance Measures.

(a) In your use of the Product, you may encounter technological copy protection or other security features designed to prevent unauthorized use of the Product, including features to protect against use of the Product:

(a) beyond the scope of the license granted to pursuant to Section 1; or

(b) prohibited under Section 2.

You shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.

6. Intellectual Property Rights. You acknowledge that the Product is provided under license, and not sold, to you. You do not acquire any ownership interest in the Product under this Agreement, or any other rights to the Product other than to use the Product in accordance with the license granted under this Agreement, subject to all terms, conditions, and restrictions. Licensor reserves and shall retain its entire right, title, and interest in and to the Product and all intellectual property rights arising out of or relating to the Product, subject to the license expressly granted to the Licensee in this Agreement. You shall use commercially reasonable efforts to safeguard all Product (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.

7. Disclaimer of Liability. IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE PRODUCT. YOU ARE PROVIDED THE PRODUCT PURSUANT TO THE AGREEMENT AND THESE TERMS BETWEEN LICENSOR AND LICENSEE, SOLELY FOR THE BENEFIT OF LICENSEE AND AT LICENSEE'S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THE TERMS OR THE AGREEMENT INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS PROVISIONS. ANY OBLIGATION OR LIABILITY LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR LICENSORS OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE PRODUCT SHALL BE SOLELY TO LICENSEE PURSUANT TO THAT AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.

8. Export Regulation. The Product may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Product to, or make the Product or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Product available outside the US.

9. Privacy. We respect your privacy and are committed to protecting it. Our Privacy Policy, governs the processing of all personal data collected from you in connection with your purchase of products or services through the Site.

10. Governing Law. These Terms of Use are governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Illinois.

11. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 11 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

12. No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Security Moments LLC.

13. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.

14. Entire Agreement. These Terms, the license agreement relating to any Product you obtain on or through this Site, the Agreement, our Website Terms of Use and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.