SOFTWARE LICENSE AGREEMENT FOR EVALUATION

This SOFTWARE EVALUATION LICENSE AGREEMENT (this "Agreement") is a legal contract between a person who uses or otherwise accesses or installs the Software (“User(s)”), and Cygnus, LLC ("Cygnus").

READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE INSTALLING OR OTHERWISE ACCESSING OR USING CYGNUS' PROPRIETARY SOFTWARE ACCOMPANIED BY THIS AGREEMENT (the "SOFTWARE"). THE SOFTWARE IS COPYRIGHTED AND IT IS LICENSED TO USER UNDER THIS AGREEMENT, NOT SOLD TO USER. BY INSTALLING OR OTHERWISE ACCESSING OR USING THE SOFTWARE, USER ACKNOWLEDGES THAT USER HAS READ THIS AGREEMENT, THAT USER UNDERSTANDS IT, AND THAT USER ACCEPTS AND AGREES TO BE BOUND BY ITS TERMS. IF AT ANY TIME USER IS NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, USER SHOULD TERMINATE THE INSTALLATION PROCESS, IMMEDIATELY CEASE AND REFRAIN FROM ACCESSING OR USING THE SOFTWARE AND DELETE ANY COPIES USER MAY HAVE. THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN USER AND CYGNUS CONCERNING THE SOFTWARE.

BACKGROUND

1. CYGNUS is the owner of all rights, including all patent rights, copyrights and trade secret rights, in and to the Software and related documentation listed in Exhibit A to this Agreement.
2. User wishes to obtain a royalty free license to use the Software to enable User to evaluate, and CYGNUS wishes to grant such a license to User, pursuant and subject to the terms and conditions of this Agreement.
3. As a condition to CYGNUS' provision of the Software to User, CYGNUS has required User to execute this Agreement.

In consideration of these premises, and the mutual promises and conditions in this Agreement, the parties hereby agree as follows:

1. Grant of Evaluation License. CYGNUS hereby grants to User, and User hereby accepts, under the terms and conditions of this Agreement, a royalty free, nontransferable and nonexclusive license to use the Software internally for the purposes of testing, analyzing, and evaluating the methods or mechanisms as shown in the documentation and supporting media posted on the CYGNUS website at https://cygnustechnology.com. User may make a reasonable number of backup copies of the Software solely for User's internal use pursuant to the license granted in this Section 1.

2. Shipment and Installation. CYGNUS will ship or deliver the Software by any method that CYGNUS deems appropriate. User shall be solely responsible for proper installation of the Software.

3. Term. This Agreement is effective whichever is earlier (i) upon User’s acceptance of the Agreement, or (ii) upon User’s installing, accessing, and using the Software, even if User has not expressly accepted this Agreement. Without prejudice to any other rights, CYGNUS may terminate this Agreement without notice to User

   1. if User breaches or fails to comply with any of the limitations or other requirements described herein, and
   2. if CYGNUS decides to discontinue operations, and in any such case User agrees that CYGNUS may, in addition to any other remedies it may have at law or in equity, remotely disable the Software. User may terminate this Agreement at any time by User’s decision to terminate the Agreement with CYGNUS and ceasing use of the Software. Upon any termination or expiration of this Agreement for any reason, User agrees to uninstall the Software and either return to CYGNUS the Software and all copies thereof, or to destroy all such materials and provide written verification of such destruction to CYGNUS.

4. User Obligations Regarding PHI and Personal Information.

   1. Background
      1. CYGNUS software may provide the ability to transport data t through a network. Users might choose to integrate CYGNUS code or software into an application that can transport any data type.
   2. Definitions
      1. ”Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of a User or an Authorized User through the software.
      2. "Personal Information" means any information that, individually or in combination, does or can identify a specific individual or device or by or from which a specific individual or device may be identified, contacted, or located. Personal Information includes all "nonpublic personal information" as defined under the Gramm-Leach-Bliley Act, "Personal Data" as defined in the General Data Protection Regulation (GDPR), “Consumer Report” as defined in the Fair Credit Reporting Act (15 USC § 1681), "Personal Information" as defined under the Children's Online Privacy Protection Act of 1998, and all rules and regulations issued under any of the foregoing or any relevant state or federal privacy laws.
      3. Protected Health Information (“PHI”) shall have the same meaning given to “protected health information” under Health and Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the HIPAA Regulations, as well as the following patient identifiable information: (1) name; (2) address, including street address, city, county, zip code and equivalent geocodes; (3) names of relatives; (4) names of employers; (5) date of birth; (6) telephone numbers; (7) facsimile numbers; (8) electronic mail address(es); (9) social security number; (10) medical record number; (11) health plan beneficiary number; (12) account number; (13) certificate/license number(s); (14) any vehicle or other device serial number; (15) World Wide Web Universal Resource Number (WURL); (16) Internet Protocol (IP) address number; (17) finger or voice prints; (18) photographic images; and (19) any other unique identifying number, characteristic, or code that may be available to us (and our employees and agents) which could be used, alone or in combination with other information, to identify an individual.
   3. User is required to inform CYGNUS within seven (7) days of the commencement of using the software if the Customer Data includes, or may include in the future, PHI or Personal Information. Upon timely notification by User of the existence of PHI, User and CYGNUS will execute an appropriate Business Associate Agreement (BAA) which shall govern the parties’ respective obligations relative to the handing of PHI. A purchased license will be required at that time. Both parties agree to comply with all relevant privacy laws regarding the Customer Data. User shall indemnify, hold harmless, and defend CYGNUS from and against any losses resulting from any third-party claims related to 1) CYGNUS’ handling of PHI and/or Personal Information if User fails to timely notify CYGNUS that the Customer Data contains PHI and/or Personal Information, 2) User’s noncompliance with any privacy laws governing the Customer Data, 3) and/or if User breaches its obligations under the BAA.

5. Proprietary Rights

   1. The Software is the valuable, confidential, and proprietary property of CYGNUS, and CYGNUS shall retain exclusive title to this property both during the term and after the termination of this Agreement. Without limitation, User acknowledges that all patent rights, copyrights and trade secret rights in the Software shall remain the exclusive property of CYGNUS at all times. User shall use not less than reasonable care in safeguarding the confidentiality of the Software.
   2. USER SHALL NOT, IN WHOLE OR IN PART, AT ANY TIME DURING THE TERM OF OR AFTER THE TERMINATION OF THIS AGREEMENT:
      1. SELL, ASSIGN, LEASE, DISTRIBUTE, OR OTHERWISE TRANSFER THE SOFTWARE TO ANY THIRD PARTY;
      2. EXCEPT AS OTHERWISE PROVIDED HEREIN, COPY OR REPRODUCE THE SOFTWARE IN ANY MANNER;
      3. DISCLOSE THE SOFTWARE TO ANY THIRD PARTY, EXCEPT TO USER'S EMPLOYEES WHO REQUIRE ACCESS TO THE SOFTWARE FOR THE PURPOSES OF THIS AGREEMENT;
      4. MODIFY, DISASSEMBLE, DECOMPILE, REVERSE ENGINEER OR TRANSLATE THE SOFTWARE; OR
      5. ALLOW ANY PERSON OR ENTITY TO COMMIT ANY OF THE ACTIONS DESCRIBED IN (i) THROUGH (iv) ABOVE.
   3. User shall take appropriate action, by instruction, agreement, or otherwise, with respect to its employees permitted under this Agreement to have access to the Software to ensure that all of User's obligations under this Section 4 shall be satisfied.

6. Indemnity. User shall defend, indemnify and hold harmless CYGNUS, its agents and employees, from any loss, damage, or liability arising in connection with User's improper or unauthorized use of the Software. CYGNUS SHALL HAVE THE SOLE RIGHT TO CONDUCT DEFEND ANY ACTION RELATING TO THE SOFTWARE.

7. Disclaimer. THE SOFTWARE IS LICENSED TO USER "AS IS," WITHOUT ANY TRAINING, MAINTENANCE, OR SERVICE OBLIGATIONS WHATSOEVER ON THE PART OF CYGNUS. CYGNUS MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY TYPE WHATSOEVER, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE AND OF NON-INFRINGEMENT ON COPYRIGHT OR ANY OTHER RIGHT OF THIRD PARTIES. USER ASSUMES ALL RISKS ASSOCIATED WITH ITS USE OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION RISKS RELATING TO QUALITY, PERFORMANCE, DATA LOSS, AND UTILITY IN A PRODUCTION ENVIRONMENT.

8. Limitation of Liability. IN NO EVENT SHALL CYGNUS BE LIABLE TO USER OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR PERSONAL INJURY, PROPERTY DAMAGE, DATA LOSS, LOST PROFITS, OR OTHER ECONOMIC LOSS, ARISING IN CONNECTION WITH USER'S USE OF OR INABILITY TO USE THE SOFTWARE, IN CONNECTION WITH CYGNUS' PROVISION OF OR FAILURE TO PROVIDE SERVICES PERTAINING TO THE SOFTWARE, OR AS A RESULT OF ANY DEFECT IN THE SOFTWARE. THIS DISCLAIMER OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION THAT MAY BE BROUGHT AGAINST CYGNUS, WHETHER IN CONTRACT OR TORT, INCLUDING WITHOUT LIMITATION ANY ACTION FOR NEGLIGENCE. USER'S SOLE REMEDY IN THE EVENT OF ANY BREACH OF THIS AGREEMENT BY CYGNUS SHALL BE TERMINATION PURSUANT TO SECTION 3.

9. No Assignment or Sublicense. Neither this Agreement nor any right or license under this Agreement, nor the Software, may be sublicensed, assigned, or otherwise transferred by User without CYGNUS' prior written consent.

10. General

    1. If any provision, or part of a provision, of this Agreement is or becomes illegal, unenforceable, or invalidated, by operation of law or otherwise, that provision or part shall to that extent be deemed omitted, and the remainder of this Agreement shall remain in full force and effect.
    2. This Agreement is the complete and exclusive statement of the agreement between the parties with respect to the subject matter hereof, and supersedes all written and oral contracts, proposals, and other communications between the parties relating to that subject matter.
    3. Subject to Section 8, this Agreement shall be binding on, and shall inure to the benefit of, the respective successors and assigns of CYGNUS and User.
    4. If either party to this Agreement initiates a legal action or proceeding to enforce or interpret any part of this Agreement, the prevailing party in such action shall be entitled to recover, as an element of the costs of such action and not as damages, its attorneys' fees and other costs associated with such action or proceeding.
    5. This Agreement is governed by and construed in accordance with the internal laws of the State of Wisconsin without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Wisconsin. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted in the federal courts of the United States or the courts of the State of Wisconsin in each case located in the city of Madison and County of Dane, and each Party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.
    6. CYGNUS shall not be liable to the User or to any third party for any delay or failure to perform CYGNUS’ obligation set forth under this Agreement due to any cause beyond CYGNUS’ reasonable control.