SOFTWARE LICENSE AGREEMENT  
THIS SOFTWARE LICENSE AGREEMENT GOVERNS YOUR ACCESS AND USE OF OUR SOFTWARE AND CREATES A LEGALLY BINDING CONTRACT BETWEEN Diversified Technical Systems,, Inc. (“WE”, “US”, “OUR” OR “DTS”) AND THE COMPANY OR BUSINESS ENTITY ON WHOSE BEHALF YOU ARE ENTERING HEREIN (“YOU” OR “YOUR”).  
BY USING OUR SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT.  AS YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER BUSINESS ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT.  
AS USED HEREIN, THE TERM “AGREEMENT” INCLUDES THE SOFTWARE LICENSE AGREEMENT, ANY DOCUMENTS OR MATERIALS EXPRESSLY INCORPORATED OR LINKED TO HEREIN, AND ANY AMENDMENTS WHICH ARE MUTUALLY ENTERED INTO BETWEEN THE PARTIES.
1.	Applicability of this Agreement
a.	This Agreement governs Your rights of use of certain proprietary software program(s) which We are licensing to You for use in Your computing environment (the “Software”) The particular Software which We are licensing to you hereunder is that Software which is specified in an   ordering document which is submitted by You, accepted by Us, and which references this Agreement (in each case, an “Order”).    As used herein, the “Agreement” includes the terms and conditions hereof, along with any documents or materials expressly incorporated herein, along with any amendment hereto which is mutually entered into by the parties.
2.	Access To and Use of the Software

a.	Rights of Use. During the Term and subject to the terms and restrictions of this Agreement (including Section 2(c)below), We grant You a non-exclusive, non-transferable, limited, time-bounded, license to access and use the Software on the Equipment (defined in Section 2(c) below. The Software to which You are provided a license hereunder shall be the version of such Software which is first made available to You by Us (via a CD, electronic download or as We otherwise make it available to You in Our sole discretion), along with such bug fixes and updates which we make available to You pursuant to Section 2(h) below. 

b.	Use by Authorized Employees and Consultants. You may only allow the Software to be installed and used by (subject to the limitations of this Agreement) Your employees, employees of Your Affiliates (where an “Affiliate” is an entity which is controlled by, controlling or under common control with You, with “control” meaning the ownership of more than fifty percent (50%) of the voting interests of an entity, but only for so long as such control exists) and third party contractors who You authorize to use the Software in support of Your business operations (and not theirs) and who, if a third party, are bound in a legally enforceable manner by the confidentiality and limited use provisions of this Agreement (collectively, “Authorized Users”). You shall be responsible to ensure that each such Authorized User complies with the terms of this Agreement. 

c.	Scope of Use and Related Authorizations.  Subject to the terms and restrictions in the Order (including, for example, any usage limitations specified therein) and in this Agreement , You may use the Software solely: (i) in conjunction with Your use of DTS hardware which You separately purchased from Us and with which the Software is designed to interact (the “DTS Hardware”); (ii) for the purpose of reviewing and examining data produced by such DTS hardware;  (iii) for the purposes described in Our published product documentation We make available as part of the Software (the “Documentation”); and  on a hardware and a system software configuration: (a)  which is on Your premises or otherwise under Your control; and (b) which is then-supported by DTS for use of the Software  (the “Equipment”) .  At all times, Your rights of Use in the Software shall be solely in support of Your internal business operations. 

d.	Reservation of Rights. Any rights that We do not expressly grant to You in this Agreement are expressly reserved by Us.

e.	Additional Restrictions. Unless otherwise expressly permitted in this Agreement, You will not, and shall ensure that Your Authorized Users do not: (i) permit any third-party to access, use or copy all or any portion of the Software; (ii) modify, reverse engineer, decompile, disassemble, distribute, create derivative works based on, copy or otherwise exploit all or any portion of the Software; (iii) sell, sublicense, rent, lease, or otherwise transfer rights to all or any portion of the Software; (vi) use the Software to operate in or as a time-sharing, outsourcing or service bureau environment or in any manner which supports the business or operations of a third party; or (v) use the Software in any manner which: (a) poses a security risk; (b) violates any applicable law or regulation or any acceptable use policy or other terms of use which are posted on Our website (c) introduces offensive, pornographic, infringing or other inappropriate content; or (d) poses a liability risk to Us.    

f.	Intellectual Property Rights. The Software is licensed, not sold.  Except for the rights of use expressly granted herein, DTS solely and exclusively retains all right, title and interest in and to the Software, and in and to the associated documentation and materials, and all related intellectual property, modifications and derivative works (such as bug fixes and updates), including all know-how, methods and processes, as well as all related technology and all content (other than Your Data).  Similarly, any work product or intellectual property developed by DTS will belong solely and exclusively to DTS.

g.	Your Data.  “Your Data” is all data or information provided by You to Us in connection with Your use of the Software.  All of Your Data shall remain Your property or the property of Your licensors (as applicable).  

h.	Support and Services.  We will make available telephone and email support to You in accordance with our then-current standard support hours and policies.  In addition, We will make available for download and installation by You those bug fixes and updates to the Software which we generally make available at no additional fee for Our clients at-large who are then licensees of Your licensed version of the Software.     You agree to promptly install such bug fixes and updates. No professional services are included under this Agreement.     

i.	Third Party Items.  Websites, products, services, content or technology owned by third parties (“Third Party Items”) may be utilized by You in concert with the Software, and the Software may enable you to interact with certain Third Party Items.  Unless otherwise expressly provided in this Agreement or an Order Form, We are not responsible for any Third Party Items and You bear all risks associated with the access and use of such Third Party Items and any terms associated therewith. Third Party Items include open source software programs which are identified at (www.dtsweb.com), which may be subject to terms and conditions which are described at the above URL (including via a link), are presented with the open source software or are otherwise readily accessible. You shall be responsible review and abide by all such terms prior to any use of the corresponding open source software programs.  

3.	Term and Termination

a.	Initial Term and Renewals. The term of this Agreement (the “Term”) shall extend for as long as You are using the DTS Hardware with which the Software is designed to interact.   If this Agreement is terminated prior to the expiration of its Term as authorized hereunder, then the Term shall be deemed reduced accordingly.
b.	Termination; Suspension.  Either party may terminate this Agreement upon written notice if the other party breaches any material provision of this Agreement and fails, within thirty (30) days after receipt of written notice of such breach, to correct the breach.    In addition, We may terminate this Agreement, and Your right to continue use of the Software, immediately (without notice) if You are in breach of a separate agreement with Us involving hardware (including the DTS Hardware) or services which are provided or used in connection or in association with the Software.  Without limiting the above, We may immediately terminate (upon written notice) this Agreement, and Your rights of use in, or any Authorized User’s rights of use in, the Software if We determine that You (or any Authorized User) have misused the Software in violation of any material term hereof or Your (or Your Authorized User’s) use of the Software presents an imminent security, operational or liability risk.  

c.	Effect of Termination.  Upon termination, all rights and obligations under this Agreement will automatically terminate except as otherwise provided below. In addition, You will return any of our proprietary materials (including all copies of the Software), information and documents, along with any of our Confidential Information and immediately cease all access to, and use of, the Software.  The terms of Sections 2(f), 2(g), 3(c), 4, 5(c), 6, and 7 hereof shall expressly survive expiration or termination of this Agreement.  

4.	Financial Terms. 
 
The fees for the license to the Software, and associated payment terms, shall be as set forth in the Order.    Invoiced amounts not paid by their due date shall be subject to a one percent (1%) per month interest fee, or the maximum amount permitted by applicable law, whichever is less. Prices do not include, and You shall promptly pay, all applicable taxes in connection with the Software, or any payments made, under this Agreement.     

5.	WARRANTY, DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY.  

a.	We warrant, for the Term hereof, and conditioned on Your use of the Software in compliance herewith, that We will use commercially reasonable efforts to enable the Software to perform in all material respects in accordance with the applicable descriptions set forth in Our applicable Documentation. If You provide written notice to Us of the non-conformity and We can confirm such non-conformity, We will exert commercially reasonable efforts to remedy the non-conformity (by making available any associated remedy to You for Your download and installation) such that the Software performs in material compliance with the Documentation.  If We are unable to remedy the non-conformity within a commercially reasonable period of time, then Your sole and exclusive remedy will be to terminate this Agreement, and Your rights of use of the Software, upon written notice to Us.   

b.	DTS MAKES NO OTHER WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AND EXPLICITLY DISCLAIMs ALL WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE.  dts EXPRESSLY DOes NOT WARRANT THAT THE sOFTWARE, IN WHOLE OR IN PART, WILL BE ERROR FREE OR WILL OPERATE WITHOUT INTERRUPTION. DTS FURTHER DISCLAIMS ANY WARRANTY FOR ANY THIRD PARTY ITEM OR IN CONNECTION WITH THE RESULTS OBTAINED FROM THE USE OF THE SOFTWARE.  

c.	TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL DTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION ARISING OUT OF THE USE, OR INABILITY TO USE, THE SOFTWARE OR OTHERWISE ARISING IN CONNECTION WITH THIS AGREEMENT.  TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL THE LIABILITY OF DTS UNDER THIS AGREEMENT EXCEED THE LESSER OF THE FEES WHICH YOU PAID FOR THE LICENSE TO THE SOFTWARE DURING THE INITIAL TWELVE (12) MONTHS OF THE APPLICABLE ORDER (I.E., THE ORDER UNDER WHICH THE LIABILITY ARISES). . THE REMEDIES AND LIMITATIONS PROVIDED IN THIS AGREEMENT ARE EXCLUSIVE, SHALL APPLY TO ALL CAUSES OF ACTION (INCLUDING NEGLIGENCE) AND SHALL APPLY REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSES OF ANY LIMITED REMEDY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES. 

6.	Indemnities.

a.	Intellectual Property Indemnity by US.  We will defend, indemnify and hold You harmless from and against any damages, losses, and costs that You incur as a direct result of a claim brought by a third party which alleges that the Software provided by Us hereunder (in the unmodified form which We provide it to You and as used for its intended purposes) infringe a third party’s United States intellectual property right.  As a condition of Our indemnity obligation, You must promptly notify Us of any such claim; grant Us sole control of the defense and settlement of any such claim; and cooperate with Us to facilitate Our ability to settle or defend the claim. In the event of a covered infringement claim, We may choose to obtain for You the right to continue using the Software; or to replace or modify the Software so that it is not infringing and materially similar.  If these alternatives are not commercially reasonable, We may terminate Your license to use the Software.  We shall have no indemnity obligations to You if the infringement claim is caused by your misuse of the Software, or Your use of the Software in combination with unauthorized products or services. THESE ARE OUR EXCLUSIVE OBLIGATIONS WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

b.	Indemnities from You In Favor of Us.  You will defend, indemnify, hold Us and Our agents, employees, officers and directors (collectively and individually “We” or “Us” for purposes of this Section) harmless from and against any loss, cost and expenses arising from or in connection with: (i) any use of the Software  in a manner contrary to or in violation of the terms and conditions (including the license/usage restrictions) of this Agreement or contrary to applicable law, (ii) gross negligence or willful misconduct, or (iii)  any claim that Your Data, or any other product, technology, content or other intellectual property of Yours, infringes any rights of any third party.  As a condition of Your indemnity obligations, We must promptly notify You of any such claim, grant You sole control of the defense of any such claim and of all negotiations for its settlement or compromise; and cooperate with You to facilitate the settlement or defense of the claim.  

7.	 Miscellaneous. 

a.	Confidentiality.  “Confidential Information” is non-public information of a party which is provided to the other party hereunder and which is either designated as confidential or of a type which should be recognized by a commercially reasonable party as confidential. Confidential Information of DTS includes the applicable Software and its related documentation and materials, along with the terms and conditions of this Agreement. Unless otherwise required by applicable law or regulation, the party receiving Confidential Information may use it only for the purposes for which it was provided and may not disclose it to any third party unless such third party is providing services or performing obligations hereunder and is bound in writing by confidentiality restrictions substantially similar to those required hereunder. The obligations to maintain the Confidential Information as confidential shall remain in place for so long as the applicable information is maintained as confidential. The limitations on disclosure or use of Confidential information shall not apply to information which (i) is rightfully obtained by the recipient without breach of any confidentiality obligation; (ii) is or becomes known to the public through no act or omission of the recipient; (iii) the recipient develops independently without using Confidential Information of the other party; or (iv) is disclosed in response to a valid court or governmental order, if the recipient has given the other party prior written notice and provides reasonable assistance.

b.	Our Use of Your Data.  You grant Us a license to use, reproduce, perform, display and share Your Data as is reasonably necessary in order to provide the Software and associated support, and to otherwise perform Our obligations contemplated hereunder, including by sharing Your Data with third parties that support the performance of Our obligations to You hereunder. In addition, We may utilize Your Data and the data collected or derived about You and Your Authorized Users in connection with the use of the Software (including related support) to determine usage trends, optimize support, perform analytics, create analyses, improve and promote the Software, facilitate research and development, promote and market the effectiveness of the Software (including to clients and prospects),  and for any other business or commercial purpose (collectively, “Analytic Data”); provided that such Analytic Data shall be de-identified (such that it does not contain any personally identifiable information or any information which may reasonably allow for the identification, or re-identification, of any individual) and aggregated. Subject to the above conditions, the Analytic Data shall be treated as Our intellectual property.   

c.	Right to Use Name and Logo. You hereby grant Us the right to use and display Your company or organization’s name, trademarks and logos to identify it as a user of the Software and for Our marketing and public relations purposes, including marketing materials, advertisements, customer lists, press releases, presentations, and publications during the Term hereof and, further, including on Our websites. We shall obtain Your prior written consent for any other uses of Your company or organization’s name, logos, and trademarks.

d.	Independent Contractor Relationship; No Third-Party Beneficiaries. The parties are independent contractors and nothing contained in this Agreement will be construed to create an association, trust, partnership, agency or joint venture between the parties.  This Agreement does not and is not intended to confer any rights or remedies, express or implied, upon any person other than the parties hereto. 

e.	Assignment.  You may not assign or transfer any part of this Agreement without the prior written consent of DTS.  We may: (i) assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Our assets or a controlling interest in Our stock, and (ii) assign any or all of our rights and obligations hereunder to a third party, but will endeavor in each case to provide notice of such assignment as soon as practicable after it occurs.  

f.	Force Majeure. Neither party will be liable to the other for any failure to perform any of its obligations under this Agreement during any period in which performance is delayed by circumstances not within such party’s reasonable control, such as a natural disaster, act of war or terrorism, government action, labor disruption, internet outages or interruptions or power outages or interruptions, (a “Force Majeure”). 

g.	Compliance with Laws (Including Export Laws). Each of Us shall abide by all applicable laws and regulations of the United States of America and any applicable foreign country regarding our performance of obligations under this Agreement, and You shall abide by all such laws and regulations in connection with your use of the Software.  Without limiting the above, You shall comply with all applicable import, re-import, export and re-export control laws, orders and regulations of the United States of America and any relevant foreign country.

h.	Audit. Upon reasonable notice, We (or Our designated third party auditor) shall have the right to audit, at Our expense, Your use of the Software to ensure past and ongoing compliance with this Agreement.
 
i.	Entire Agreement; Severability; Waiver. This Agreement is the entire agreement between You and DTS with respect to its subject matter and supersedes all prior oral and written understandings, communications or agreements between you and DTS regarding that subject matter. No amendment to or modification of this Agreement will be valid or binding unless it is in writing and executed by authorized representatives of both parties. If any provision of this Agreement is found to be void or unenforceable, the provision will be stricken or modified and the remainder of this Agreement will remain in full force and will not be terminated. A waiver of any default is not a waiver of any subsequent default. All waivers must be in writing to be effective.

j.	Governing Law and Jurisdiction.   The laws of the State of California shall govern the interpretation and enforcement of this Agreement and any dispute arising out of or related hereto, without regard to its conflict of laws principles.  The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Orange County, California with respect to any dispute arising out of or relating to this Agreement. 

k.	Contract for Services. The parties agree that the provisions of the Uniform Commercial Code (UCC) and the Uniform Computer Information Transaction Act (UCITA) shall not apply hereto.  If You are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply hereto. 

l.	Notices.  All notices must be in writing and shall be sent by first class U.S. mail or a nationally known express or overnight courier (such as FedEx, UPS or the U.S. Postal Service).  Notices to Us shall be sent to Our main address as listed on Our website and, for each notice, a copy shall also be sent to Our CFO. Notice to You may be sent to Your address set forth in the Order or to an address listed on Your website.  Notices shall be deemed given upon receipt thereof. Without limitation, notices delivered by courier shall be deemed received on the date shown on the courier’s confirmation of delivery.

m.	Government. The Software may not be used by, for, or on behalf of any governmental agency or body absent Our express consent in the applicable Order. The Software and any related Documentation are "Commercial Items", as that term is defined in 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable.  Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through §227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.  Unpublished rights are reserved under the copyright laws of the United States.

n.	 Data Security Laws. In the event that, in the course of performing obligations or exercising rights hereunder, a party processes, handles, stores, transfers or accesses any data which is protected or regulated by applicable data security or data privacy laws (collectively, “Applicable Data Laws”), then each party shall comply with each Applicable Data Law to the extent it applies to such party.  In addition, to the extent so required by an Applicable Data Law, the parties agree to negotiate in good faith to timely enter into additional terms or documents which are required in order to comply therewith.  If the parties are unable to comply with any such Applicable Data Law, or if the parties cannot agree to enter into required terms or documents, within the necessary time frame for compliance, then each applicable Order (i.e., each Order with respect to which one or both parties would be in non-compliance with an Applicable Data Law) shall be terminated by the parties.   

You agree to implement practices and policies designed to limit the provision of data which is protected or regulated by any Applicable Data Law to those instances (if any) where such data is necessary for You to effectively exercise the rights granted to You hereunder and, in such instances, You shall ensure that such data is transmitted or made available by You to Us in a form or manner which complies with the Applicable Data Laws.