DEEP NODE, INC.

END USER SOFTWARE LICENSE AGREEMENT

1. Grant of Right. THIS IS A LICENSE, NOT A SALE OR GIFT. During the Purchase Period (defined below) and subject to the terms and conditions of this Agreement, including payment of the license fee, Deep Node hereby grants to Licensee and Licensee hereby accepts a royalty-free, revocable, limited, non-exclusive, non- transferable license to access and use the Licensed Software and Deep Node's current standard documentation for the Licensed Software located here http://deepnode.us/apps/console_dn.html (the "Documentation") through Deep Node's WebStart Internet portal for the purpose of using (as specified below) the Licensed Software (defined below) (the "License"). Licensee shall have the right to install the Licensed Software on any server, machine or workstation that is owned, leased or otherwise fully controlled by the Licensee. Licensee may only use the Licensed Software for Licensee's own internal business purpose in accordance with the Documentation and the terms and conditions of this Agreement. Upon receipt of the license fee payment specified by Licensee upon purchase of the License, Deep Node will issue the Licensee such number of unique license keys as correspond to the number of uniquely identified individuals for which Licensee is obtaining a License (the "License Key", which shall be included in the definition of "Licensed Software"). Each License Key is unique to a designated individual with and authorized and identified by the Licensee (the "Authorized User"), and shall be used in order to provide Licensee access and use to the Licensed Software. Licensee shall take all steps necessary to ensure that no other individual or entity aside from the Authorized User for a particular License Key shall have access to the Licensed Software, including, but not limited to, implementing technical measures to restrict access. The Licensed Software and Documentation are subject to modification from time to time at Deep Node's sole discretion, for any purpose deemed appropriate by Deep Node, including the disablement of the License Key(s). Deep Node will use reasonable efforts to give Licensee prior written notice of any such modification. Notwithstanding the foregoing, Deep Node may suspend Licensee's and its Authorized Users' access to the Licensed Software: (i) for scheduled or emergency maintenance, or (ii) in the event Licensee is in breach of this Agreement.

2. Term. This Agreement and the License granted hereunder shall take effect on the date of purchase (the "Purchase Date") and shall continue, unless earlier terminated in accordance with this Agreement, for a period equal to the term purchased (including any renewal period) by the Licensee in accordance with the license fee paid by the Purchaser (the "Purchase Period"), upon which the Agreement and License shall expire. Licensee's right to use the Licensed Software pursuant to this Agreement will lapse at the end of the Purchase Period, unless otherwise renewed, and, at that time, and without notice, certain features of the Licensed Software may become inoperable; except that at such time, the Licensed Software will convert into evaluation software (with limited functionality) subject to a license on the terms set forth in Deep Node Software Evaluation License Agreement which can be found here http://deepnode.us/evallic.html . By virtue of the acceptance of this Agreement, Licensee acknowledges that use of the Licensed Software could occur pursuant to the terms of the Software Evaluation License Agreement upon expiration of the Purchase Period if no renewal occurs.

3. Auto-Renewal. The Licensed Software is licensed to Licensee on a subscription basis for an initial period of the Purchase Period (the "Initial Term") and, if Licensee has indicated in purchasing the License that it intends to automatically renew the License, then the License will automatically renew for additional periods of equivalent length of time (each a "Renewal Term") (collectively, the "Term") until Licensee terminates its subscription by notifying Deep Node at least thirty (30) days prior to the end of a Term, via email at support @ deepnode.us, of Licensee's intent to discontinue its use of the Licensed Software pursuant to the terms of this Agreement. Licensee will automatically be charged, the applicable Renewal Term licensee fee for each Renewal Term in effect for any Renewal Term using the payment method by which it purchased the License for the Initial Term, unless Licensee makes other arrangements for the payment for a Renewal Term. Licensee’s obligation to pay the license fee(s) is absolute and unconditional. Licensee shall pay Deep Node interest on past-due amounts payable under this Agreement at a rate equal to one and one-half percent (1.5%) for each month or portion thereof that payment remains delinquent. All fees are accountable and payable in U.S. Dollars.

4. Use and Ownership of the Licensed Software.

4.1. Ownership. Licensee acknowledges and agrees that the Licensed Software, including any modifications or improvements, is owned by or licensed to Deep Node and embodies valuable intellectual property and assets of Deep Node (including Licensee acknowledges that the source code constitutes a trade secret of Deep Node). Except as expressly licensed to Licensee herein, Licensee agrees that all right, title, and interest in and to the Licensed Software and Documentation, including without limitation, all patents, patent applications and provisional patent applications, know-how, trademarks, copyrights, trade secrets and other intellectual property rights pertaining thereto will remain vested in Deep Node; and as between Deep Node and Licensee, Deep Node shall own and hold all intellectual property rights in and to the Licensed Software and the Documentation. Deep Node retains all rights not expressly granted herein. No implied licenses shall flow from this Agreement.

4.2. Modification/Reverse Engineering and Other Restrictions on Use. Licensee shall not (a) alter, modify, enhance, adapt, reverse engineer, disassemble, or make works derived from any version of the Licensed Software or attempt to generate or access the source code for the Licensed Software, whether by converting, translating, decompiling, disassembling or merging any part of the Licensed Software with any other software; or (b) sublicense, lease, rent, loan, sell, distribute, make available or otherwise transfer the Licensed Software to a third party.

4.3. No Copying. Except as required by law, Licensee may not copy the Licensed Software in whole or in part. Licensee shall not remove any patent, trademark, copyright, restricted rights, limited rights, proprietary rights or confidentiality notice included in or affixed to the Licensed Software.

4.4 Licensee Acknowledgements. Licensee acknowledges that (a) the Licensed Software may not be fully functional and may contain errors, design flaws or other problems, (b) it may not be possible to make the Licensed Software fully functional, (c) use of the Licensed Software may result in unexpected results, loss of data, project delays or other unpredictable damage or loss, and (d) Deep Node is under no obligation to release an updated version of the Licensed Software and has the right to abandon development of the Licensed Software at any time and without liability to Licensee.

5. Implementation and Support. Deep Node has no obligation under this Agreement to provide any support or consultation concerning the Licensed Software; provided, however, Deep Node may, in its sole discretion (and only to the extent determined by Deep Node) elect to provide Licensee with certain support and consultation free of charge to assist in the activities of Licensee under this Agreement. The furnishing of such support and consultation will not subject Deep Node to any liability, whether in contract, tort or otherwise.

6. Default and Termination.

6.1. Termination by Deep Node. Deep Node may terminate this Agreement and the License granted hereunder immediately upon notice to Licensee if Licensee fails to comply with any material term or condition of this Agreement.

6.2. Effect of Termination/Survival. Upon termination of this Agreement for any reason, Licensee shall immediately cease using the Licensed Software and Documentation and shall either return to Deep Node or destroy all copies of the Licensed Software and Documentation under Licensee's control, including without limitation, all copies of the Licensed Software that are running in machines controlled by Licensee. Within ten (10) days after any such termination, Licensee shall provide Deep Node with a written statement signed by a duly authorized officer of Licensee certifying that Licensee has complied with this Section. All Licenses are final with no right of refund, other than under the warranty terms of this Agreement. Sections 4, 7, 8 and 9, and this Section 6.2 shall survive and remain effective after any termination of this Agreement.

7. Limited Warranty; Disclaimer of Warranties. FOR ANY INITIAL PURCHASE PERIOD OF TWELVE (12) MONTHS, DEEP NODE WARRANTS THAT FOR A PERIOD OF THIRTY (30) DAYS FROM THE DATE OF DELIVERY OF THE LICENSE KEYS TO LICENSEE, THE LICENSED SOFTWARE WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH THE DOCUMENTATION, PROVIDED LICENSEE OPERATES THE LICENSED SOFTWARE IN COMPLIANCE WITH SUCH DOCUMENTATION. DEEP NODE'S ENTIRE LIABILITY AND LICENSEE'S EXCLUSIVE REMEDY UNDER THIS WARRANTY WILL BE, AT THE SOLE OPTION OF DEEP NODE AND SUBJECT TO APPLICABLE LAW, TO REPLACE THE LICENSED SOFTWARE OR TO REFUND THE PURCHASE PRICE AND TERMINATE THE LICENSE TO THE LICENSED SOFTWARE. EXCEPT AS PROVIDED FOR ABOVE, THE LICENSED SOFTWARE IS PROVIDED "AS IS" WITHOUT REPRESENTATION, WARRANTY OR INDEMNITY OF ANY KIND, EITHER EXPRESS, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DEEP NODE MAKES NO WARRANTY OR REPRESENTATION THAT LICENSEE'S USE OF THE LICENSED SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, WILL BE UNINTERRUPTED OR ERROR-FREE OR WILL NOT INTERFERE WITH OR INFRINGE UPON THE RIGHTS OF ANY THIRD PARTY. The provisions of Section 7 and Section 8 will survive the termination of this Agreement, howsoever caused, but this will not imply or create any continued right to use the Licensed Software after termination of this Agreement.

8. Limitation on Liability; Indemnity by Licensee.

8.1. Limitation on Liability. LICENSEE ACKNOWLEDGES THAT THE LICENSE FEE PAID BY LICENSEE FOR THE LICENSE, AND THE OTHER TERMS OF THIS AGREEMENT, REFLECT AN ALLOCATION OF RISK BETWEEN THE PARTIES. IN NO EVENT WILL DEEP NODE’S TOTAL LIABILITY TO LICENSEE FOR ALL DAMAGES IN ANY ONE OR MORE CAUSE OF ACTION EXCEED THE AMOUNT PAID BY LICENSEE FOR THE LICENSED SOFTWARE. THIS LIMITATION WILL APPLY REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

8.2. IN NO EVENT SHALL DEEP NODE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR TORT DAMAGES, INCLUDING WITHOUT LIMITATION ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF BUSINESS ARISING OUT OF OR IN CONNECTION WITH ANY LICENSED SOFTWARE FURNISHED BY DEEP NODE OR THE PERFORMANCE OF THE LICENSED SOFTWARE EVEN IF DEEP NODE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3. No Third Party Liability. Deep Node shall under no circumstances be liable for any claim or demand by any third party based on or related to Licensee's use of the Licensed Software or errors or alleged errors in the Licensed Software, including, without limitation, persons using the facilities or services of Licensee or its successors, heirs or dependents. Licensee agrees, at its expense, to indemnify, defend, and hold harmless Deep Node, its officers, employees, agents, and representatives from and against any and all liability, loss, damages, costs or expenses (including reasonable attorneys' fees) incurred or sustained by Deep Node or such officers, employees, agents, or representatives as a result of any such claim or demand.

8.4. No Liability for Infringement. Deep Node shall under no circumstances by liable to defend or indemnify Licensee against any third party claims, demands, costs, or liabilities of any kind whatsoever alleging that the Licensed Software or Documentation infringes the intellectual property rights of any third party.

9. Miscellaneous.

9.1. Remedies. Except as provided herein, no remedy in this Agreement is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referenced herein or otherwise available at law, in equity or otherwise.

9.2. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to its principles of conflicts of laws, and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act.

9.3. Jurisdiction. In the event of a controversy, claim, or dispute between the Parties arising out of or relating to this Agreement, such controversy, claim, or dispute shall be tried exclusively in the courts of the District of Columbia or in the United States Federal District Court for the District of Columbia. Each of the Parties hereby waives any defense of lack of in personam jurisdiction, improper venue, and forum non conveniens, and agrees that service of process from any such court may be made upon each of them by personal delivery or by mailing certified or registered mail, return receipt requested, to the other Party at the address provided herein. Both Parties hereby submit to the jurisdiction of such courts, to the exclusion of any other courts which may have had jurisdiction apart from this Section 9.3.

9.4. Assignment. Without the express written consent of Deep Node, this license is not assignable or otherwise transferable by Licensee, including without limitation any transfer in connection with an acquisition in whole or in part of Licensee (or any of Licensee's assets) or as a result of a merger, consolidation, or other reorganization, bankruptcy, or operation of law. Any purported assignment or transfer made without Deep Node's consent shall be void and shall constitute a material breach of this Agreement.

9.5. Equitable Relief. The covenants and agreements of Licensee in Sections 1 and 4 of this Agreement are of a special and unique character, and Licensee acknowledges that money damages alone may not reasonably or adequately compensate Deep Node for any breach of such covenants and agreements. Therefore, Licensee expressly agrees that in the event of the breach or threatened breach of any such covenants or agreements, in addition to other rights or remedies which Deep Node may have at law, in equity or otherwise, Deep Node shall be entitled to seek injunctive or other equitable relief compelling specific performance. In the event that a bond must be filed as a prerequisite to obtaining any equitable relief, Licensee agrees that a bond in the amount of US$ 99 constitutes adequate security to obtain any such relief.

9.6. No Third Party Beneficiary. There are no third party beneficiaries intended by this Agreement.

9.7. Compliance with Laws. Licensee shall comply with all applicable laws governing the use of the Licensed Software.

9.8. Export Controls. Licensee acknowledges that the Licensed Software is of U.S. origin and is subject to the export control restrictions of the U.S. Export Administration Regulations ("EAR") and that the Licensed Software may not be re- exported or otherwise retransferred except in accordance with the U.S. EAR. Specifically, Licensee agrees that, unless an appropriate license from the U.S. government is first obtained, the Licensed Software shall not be exported or re- exported: (i) into (or to a national or resident of) Cuba, Iran, Libya, North Korea, Sudan, Syria, or any other country subject to a U.S. trade embargo; (ii) to any person or entity on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce's Denied Parties List; or (iii) for any purpose or end-use that is otherwise prohibited by the U.S. EAR. Licensee warrants that: (i) it is not a national or resident of a U.S. embargoed country; (ii) it is not a party prohibited from receiving U.S. exports; and (iii) the Licensed Software is not intended for any weapons proliferation-related end-use prohibited by the U.S. EAR.

9.9. Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision will be enforced to the maximum extent possible to effectuate the intent of the Parties, and the remainder of the Agreement shall continue in full force and effect.

9.10 Entire Agreement. This Agreement sets forth all of the term and conditions for the purchase of the License and the Licensed Software and Documentation covered thereby, and is the complete and exclusive statement between the Licensee and Deep Node and supersedes any prior proposal, agreement, or communication, oral or written, pertaining to the subject matter herein. This Agreement may not be modified except by a duly authorized representative of Deep Node.