Last updated: April 5, 2010, May 24, 2013

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NOTICE TO USER: PLEASE READ THIS AGREEMENT CAREFULLY. BY COPYING, INSTALLING OR USING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE PROVISIONS ON: TRANSFERABILITY IN SECTION 4; WARRANTY IN SECTIONS 6 AND 7; LIABILITY IN SECTION 8; CONNECTIVITY AND PRIVACY IN SECTION 13; AND SPECIFIC PROVISIONS AND EXCEPTIONS IN SECTION 14. YOU AGREE THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED: FOR EXAMPLE, IF APPLICABLE, YOUR EMPLOYER. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE.

DIGLLOYD AND ITS SUPPLIERS OWN ALL INTELLECTUAL PROPERTY IN THE SOFTWARE. THE SOFTWARE IS LICENSED, NOT SOLD. DIGLLOYD PERMITS YOU TO COPY, DOWNLOAD, INSTALL, USE, OR OTHERWISE BENEFIT FROM THE FUNCTIONALITY OR INTELLECTUAL PROPERTY OF THE SOFTWARE ONLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

YOU UNDERSTAND, ACCEPT AND ACKNOWLEDGE THAT USE OF THIS SOFTWARE CARRIES RISK OF DATA LOSS, SYSTEM CRASHES AND SIMILAR EFFECTS.

YOU UNDERSTAND, ACCEPT, AND ACKNOWLEDGE THAT DIGLLOYD SOFTWARE FEATURES ARE EXPRESSLY DESIGNED IN PART TO DETECT AND DELIBERATELY PROVOKE AND DETECT SYSTEM INSTABILITY OR DEFICIENCIES IN HARDWARE AND/OR SOFTWARE AND AS SUCH MIGHT PRECIPITATE A “CRASH” WHICH COULD CAUSE UNRECOVERABLE DATA LOSS.

YOU AGREE TO TAKE SUITABLE PRECAUTIONS PRIOR TO USING DIGLLOYD SOFTWARE, SUCH AS BACKING UP YOUR DATA. IN ANY CASE, THE ENTIRE LIABILITY OF DIGLLOYD AND ITS AFFILIATES AND AGENTS AND YOUR EXCLUSIVE REMEDY WILL BE LIMITED TO REFUND OF THE LICENSE FEE YOU PAID FOR THE SOFTWARE, AS FURTHER DESCRIBED IN SECTION 6 HEREIN.

1. Definitions.

“DIGLLOYD” means Diglloyd Inc., a Delaware corporation, 3130 Alpine Rd #288-256 Portola Valley, CA 94028, and, where appropriate, Diglloyd Inc., its agents and suppliers.

“Computer” means a virtual or physical computer device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.

“Internal Network” means a private, proprietary network resource accessible only by employees and individual contractors (i.e., temporary employees) of a specific corporation or similar business entity. Internal Network does not include portions of the Internet or any other network community open to the public, such as membership or subscription driven groups, associations and similar organizations.

“Output File” means an output file you create with the Software.

“Permitted Number” means one (1) unless otherwise indicated under a valid license (e.g., volume license) granted by DIGLLOYD.

“Software” means (a) all of the information with which this agreement is provided, including but not limited to (i) DIGLLOYD or third party software files and other computer information; (ii) related explanatory written materials and files (“Documentation”); and (iv) any modified versions and copies of, and upgrades, updates and additions to, such information, provided to you by DIGLLOYD at any time, to the extent not provided under a separate agreement (collectively, “Updates”).

2. Software License.

If you obtained the Software and any required serial number(s) from DIGLLOYD or one of its authorized licensees and as long as you comply with the terms of this agreement, DIGLLOYD grants you a non-exclusive license to install and use the Software in a manner consistent with its design and Documentation as follows.

2.1 General Use. You may install and personally use (subject to Section 2.7 below) one copy of the Software on up to the Permitted Number of your compatible Computers as long as, when required by the Software, you present a valid serial number for each copy.

2.2 Distribution from Server. You may not copy an image of the Software onto file server(s) within your Internal Network or any network accessible to others.

2.3 Server Use. You may NOT install the Software on Computer file server(s) within your Internal Network or any network accessible to others.

2.4 Portable or Home Computer Use. Subject to the important restrictions set forth in Section 2.5, the primary user of the Computer on which the Software is installed under Section 2.1 (“Primary User”) may install a second copy of the Software for his or her exclusive use on either a portable Computer or a Computer located at his or her home, provided that the Software on the portable or home Computer is not used at the same time as the Software on the primary Computer.

2.5 Backup Copy. You may make a reasonable number of backup copies of the Software, provided your backup copies are not installed or used for other than archival purposes.

2.6 Tryout Software. The Software, or portions of the Software, may not require a serial number to install or operate, for example, when configured to allow trial or tryout for a limited period of time or for a limited number of launches. You are not permitted to use the Software in a manner inconsistent with its design or Documentation. For example, you may not use the Software after its tryout period has ended unless you input a valid serial number or obtain a valid license. ACCESS TO ANY OUTPUT FILES CREATED WITH THE SOFTWARE USED ON A TRYOUT OR TRIAL BASIS IS ENTIRELY AT YOUR OWN RISK.

2.7 Labs and Workgroups. Labs and Workgroups, certified as a lab or a workgroup by the lab or workgroup director or manager, as applicable, and consented to and acknowledged in writing as a lab or workgroup by DIGLLOYD, may install and use one copy of the Software on up to the Permitted Number of its compatible Computers as long as, when required by the Software, it presents a valid license and serial number (if any) for each copy, for use by all authorized lab or workgroup members, and subject to all other terms and conditions of this agreement, including, but not limited to, this Section.

2.8. Intellectual Property Ownership. The Software and any authorized copies that you make are the intellectual property of and are owned by DIGLLOYD and its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of DIGLLOYD and its suppliers. The Software is protected by law, including but not limited to the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by DIGLLOYD and its suppliers.

4. Restrictions and Requirements.

4.1 Notices. Any permitted copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software.

4.2 Use Obligations. You agree that you will not use the Software other than as permitted by this agreement and that you will not use the Software in a manner inconsistent with its design or Documentation.

4.3 No Modifications. Except as permitted in Section 14, you may not modify, adapt or translate the Software.

4.4 No Reverse Engineering. You will not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted under applicable law to decompile only in order to achieve interoperability with the Software.

4.5 No Unbundling. The Software may include various applications, utilities and components, may support multiple platforms and languages and may be provided to you on multiple media or in multiple copies. Nonetheless, the Software is designed and provided to you as a single product to be used as a single product on Computers as permitted by Sections 2 and 14. You are not required to install all component parts of the Software, but you may not unbundle the component parts of the Software for use on different Computers. You may not unbundle or repackage the Software for distribution, transfer or resale. See Section 14 for specific exceptions to this Section 4.5.

4.6 No Transfer. YOU WILL NOT RENT, LEASE, SELL, SUBLICENSE, ASSIGN OR TRANSFER YOUR RIGHTS IN THE SOFTWARE, OR AUTHORIZE ANY PORTION OF THE SOFTWARE TO BE COPIED ONTO ANOTHER INDIVIDUAL OR LEGAL ENTITY’S COMPUTER EXCEPT AS MAY BE EXPRESSLY PERMITTED HEREIN. You may, however, permanently transfer all your rights to use the Software to another individual or legal entity provided that: (a) you also transfer (i) this agreement, (ii) the serial number(s if any), the Software affixed to media provided by DIGLLOYD or its authorized distributor, and all other software or hardware bundled, packaged or pre-installed with the Software, including all copies, upgrades, updates and prior versions, (b) you retain no upgrades, updates or copies, including backups and copies stored on a Computer; and (c) the receiving party accepts the terms and conditions of this agreement and any other terms and conditions under which you purchased a valid license to the Software. NOTWITHSTANDING THE FOREGOING, YOU MAY NOT TRANSFER EDUCATION, PRE- RELEASE, OR NOT FOR RESALE COPIES OF THE SOFTWARE. Prior to a transfer DIGLLOYD may require that you and the receiving party confirm in writing your compliance with this agreement, provide DIGLLOYD with information about yourselves, and register as end-users of the Software. Allow 4-6 weeks to transfer.

4.7 No Service Bureau. You will not use or offer the Software on a service bureau basis.

5. Updates, Support and Maintenance.

DIGLLOYD has NO obligation, express or implied, to provide you with any support, maintenance or updates, whether or not available, of the Software. DIGLLOYD reserves the right to charge a fee for updated and upgraded versions and also for ongoing download privileges of The Software.

If the Software is an upgrade or update to a previous version of DIGLLOYD software, you must possess a valid license to such previous version in order to use such upgrade or update. After you install such update or upgrade, you may continue to use any such previous version in accordance with its end-user license agreement only if (a) the upgrade or update and all previous versions are installed on the same Computer, (b) the previous versions or copies thereof are not transferred to another party or device unless all copies of the update or upgrade are also transferred to such party or device and (c) you acknowledge that any obligation DIGLLOYD may have under another agreement to support the previous version(s) ends upon the availability of the upgrade or update. No other use of the previous version(s) is permitted after installation of an update or upgrade. Upgrades and updates may be licensed to you by DIGLLOYD with additional or different terms

6. NO WARRANTY.

DIGLLOYD software is made available AS-IS and without warranty from DIGLLOYD.

If the Software does not perform substantially in accordance with the Documentation, the entire liability of DIGLLOYD and its affiliates and your exclusive remedy will be limited to either, at DIGLLOYD’s option, replacement of the Software or refund of the license fee you paid for the Software, not to exceed $100, whichever is less. DIGLLOYD DOES NOT SEEK TO LIMIT YOUR WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY LAW.

7. DISCLAIMER.

THE FOREGOING LIMITED WARRANTY IS THE ONLY WARRANTY OFFERED BY DIGLLOYD AND ITS AFFILIATES AND IT STATES THE SOLE AND EXCLUSIVE REMEDIES FOR DIGLLOYD’S, ITS AFFILIATES’ OR SUPPLIERS’ BREACH OF THAT OFFERED WARRANTY. THE FOREGOING OFFERED WARRANTY AND ANY STATUTORY WARRANTY AND REMEDY THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW ARE THE ONLY WARRANTIES APPLICABLE TO THE SOFTWARE. OTHER THAN THOSE OFFERED AND STATUTORY WARRANTIES AND REMEDIES, DIGLLOYD, ITS AFFILIATES, SUPPLIERS AND CERTIFICATE AUTHORITIES (DEFINED BELOW) DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY MATTER, INCLUDING BUT NOT LIMITED TO PERFORMANCE, SECURITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY AND FITNESS FOR ANY PARTICULAR PURPOSE. OTHER THAN SUCH OFFERED AND STATUTORY WARRANTIES AND REMEDIES, DIGLLOYD AND ITS SUPPLIERS PROVIDE THE SOFTWARE AND ACCESS TO ANY WEBSITES, DIGLLOYD OR THIRD PARTY ONLINE SERVICES AND CERTIFICATE AUTHORITY SERVICES AS-IS AND WITH ALL FAULTS. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME STATES. YOU MAY HAVE ADDITIONAL WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. DIGLLOYD DOES NOT SEEK TO LIMIT YOUR WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY LAW. The provisions of Sections 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 Software after termination of this agreement.

YOU UNDERSTAND, ACCEPT AND ACKNOWLEDGE THAT USE OF THIS SOFTWARE CARRIES RISK OF DATA LOSS, SYSTEM CRASHES AND SIMILAR EFFECTS. YOU UNDERSTAND, ACCEPT, AND ACKNOWLEDGE THAT DIGLLOYD SOFTWARE FEATURES ARE EXPRESSLY DESIGNED IN IN PART TO DETECT AND DELIBERATELY PROVOKE AND DETECT SYSTEM INSTABILITY OR DEFICIENCIES IN HARDWARE AND/OR SOFTWARE AND AS SUCH MIGHT PRECIPITATE A “CRASH” WHICH COULD CAUSE UNRECOVERABLE DATA LOSS. YOU AGREE TO TAKE SUITABLE PRECAUTIONS PRIOR TO USING DIGLLOYD SOFTWARE. IN ANY CASE, THE ENTIRE LIABILITY OF DIGLLOYD AND ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WILL BE LIMITED TO REFUND OF THE LICENSE FEE YOU PAID FOR THE SOFTWARE.

8. LIMITATION OF LIABILITY.

EXCEPT FOR THE EXCLUSIVE REMEDY OFFERED BY DIGLLOYD ABOVE AND ANY REMEDIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW, DIGLLOYD, ITS AFFILIATES, SUPPLIERS, OR CERTIFICATE AUTHORITIES WILL NOT BE LIABLE TO YOU FOR ANY LOSS, DAMAGES, CLAIMS OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, PERSONAL INJURY OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY, EVEN IF AN DIGLLOYD REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS. IN ANY EVENT, DIGLLOYD’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, SUPPLIERS, AND CERTIFICATE AUTHORITIES UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. THIS LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT. Nothing contained in this agreement limits DIGLLOYD’s liability to you in the event of death or personal injury resulting from DIGLLOYD’s negligence or for the tort of deceit (fraud). DIGLLOYD is acting on behalf of its affiliates, suppliers, and Certificate Authorities for the purpose of disclaiming, excluding and limiting obligations, warranties and liability, but in no other respects and for no other purpose. For further information, contact the DIGLLOYD Customer Support Department

THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. THIS LIMITATION OF LIABILITY MAY NOT BE VALID IN SOME STATES. YOU MAY HAVE RIGHTS THAT CANNOT BE WAIVED UNDER CONSUMER PROTECTION AND OTHER LAWS. DIGLLOYD DOES NOT SEEK TO LIMIT YOUR WARRANTY OR REMEDIES TO ANY EXTENT NOT PERMITTED BY LAW. SEE SECTION 14 FOR JURISDICTION-SPECIFIC STATEMENTS.

9. Export Rules.

You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the “Export Laws”). In addition, if the Software is identified as an export controlled item under the Export Laws, you represent and warrant that you are not a citizen of, or located within, an embargoed or otherwise restricted nation (including without limitation Iran, Syria, Sudan, Cuba and North Korea) and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this agreement.

10. Governing Law.

This agreement will be governed by the laws of the State of California, the respective courts of San Mateo County, California. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

This agreement will be governed by and construed in accordance with the laws of the State of California of the United States of America, without giving effect to any principles of conflicts of law. YOU AGREE THAT ANY CLAIM OR DISPUTE SHALL BE SUBJECT TO BINDING ARBITRATION, ADMINISTERED BY THE AMRICAN ARBITRATION ASSOCIATION (“AAA”) UNDER THE JURISDICTION OF THE STATE OF CALIFORNIA, COUNTY OF SAN MATEO, OR SUCH OTHER PLACE AS THE EXECUTIVE OFFICE OF THE COMPANY WILL BE. If arbitration is found to be unenforceable, any action shall be brought in the courts of the State of California, county of San Mateo, or such other place as the executive office of the Company will be. You agree to submit to the personal jurisdiction of the arbitration bodies and courts located in San Mateo County, California, or such other place as the registered office of the Company will be, for the purpose of arbitrating or litigating such claims or disputes, as applicable. The parties specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods. Customer agrees to submit to the personal jurisdiction of the arbitration bodies and courts located in San Mateo County, California, or such other place as the executive office of the Company will be, for the purpose of arbitrating or litigating such claims or disputes, as applicable

11. General Provisions.

If any part of this agreement is found void and unenforceable, it will not affect the validity of the balance of this agreement, which will remain valid and enforceable according to its terms This agreement may only be modified in writing, signed by an authorized officer of DIGLLOYD. This is the entire agreement between DIGLLOYD and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.

12. Compliance with Licenses.

If you are a business, company, or organization, you agree that, no more than once every 12 months, DIGLLOYD or its authorized representative shall, upon 10 days’ prior notice to you, have the right to inspect your records, systems, and facilities to verify that your use of any and all DIGLLOYD software is in conformity with your valid licenses from DIGLLOYD. If a verification discloses that your use is not in conformity with a valid license, you shall immediately obtain valid licenses to bring your use into conformity.

13. Internet Connectivity and Privacy.

13.1 Automatic Connections to the Internet. The Software may cause your Computer to automatically connect to the Internet and to communicate with an DIGLLOYD website for purposes that may include providing you with additional information, features and functionality. Unless otherwise specified in Sections 13.2 through 13.4, the following provisions apply to all automatic Internet connections by the Software:

13.1.1 When the Software automatically connects to the Internet, an Internet protocol address (“IP Address”) that is associated with your current Internet connection is sent to an DIGLLOYD website;

13.1.2 When the Software automatically connects to the Internet, no personally identifiable information is sent except to the extent that IP Addresses may be considered personally identifiable in some jurisdictions; and

13.1.3 Whenever the Software makes an Internet connection and communicates with an DIGLLOYD website, the DIGLLOYD Privacy Policy (https://diglloyd.com/site-privacy.html) shall apply. Additionally, unless you are provided with separate terms of use at that time, the DIGLLOYD.com Terms of Use (https://diglloyd.com/site-terms-of-use.html) shall apply. Please note that the DIGLLOYD Privacy Policy allows tracking of website visits and it addresses in detail the topic of tracking and use of cookies, web beacons and similar devices.

13.4 Use of DIGLLOYD Online Services. The Software may use your Computer to automatically connect to the Internet to facilitate your access to content and services that are provided to you by DIGLLOYD as further described in Section 14.5. In addition, your Software may automatically update downloadable materials from these services so as to provide immediate availability of these services even when you are offline. Please consult the Documentation for information about changing default update settings.

14. Specific Provisions and Exceptions.

This section sets forth specific provisions related to certain products and components of the Software as well as limited exceptions to the above terms and conditions. To the extent that any provision in this section is in conflict with any other term or condition in this agreement, this section will supersede such other term or condition.

14.1 Pre-release Software Additional Terms. If the Software is pre-commercial release or beta software (“Pre-release Software”), then this section applies. The Pre-release Software is a pre-release version, does not represent final product from DIGLLOYD, and may contain bugs, errors and other problems that could cause system or other failures and data loss. DIGLLOYD may never commercially release the Pre-release Software. If you received the Pre-release Software pursuant to a separate written agreement, your use of the Software is also governed by such agreement. You will return or destroy all copies of Pre-release Software upon request by DIGLLOYD or upon DIGLLOYD’s commercial release of such Software. YOUR USE OF PRE-RELEASE SOFTWARE IS AT YOUR OWN RISK. SEE SECTIONS 7 AND 8 FOR WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS WHICH GOVERN PRE-RELEASE SOFTWARE

14.2 Provided by DIGLLOYD. The Software facilitates your access to content and various services that are hosted on websites maintained by DIGLLOYD and/or its affiliates (“DIGLLOYD Online Services”). Examples of such DIGLLOYD Online Services might include, but are not limited to online help, tutorials and or related materials.

14.3 EXCEPT AS EXPRESSLY AGREED BY DIGLLOYD OR ITS AFFILIATES OR A THIRD PARTY IN A SEPARATE AGREEMENT, YOUR USE OF DIGLLOYD AND THIRD PARTY ONLINE SERVICES IS AT YOUR OWN RISK UNDER THE WARRANTY AND LIABILITY LIMITATIONS OF SECTIONS 7 AND 8.

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YOU UNDERSTAND, ACCEPT AND ACKNOWLEDGE THAT USE OF THIS SOFTWARE CARRIES RISK OF DATA LOSS, SYSTEM CRASHES AND SIMILAR EFFECTS BY ITS VERY GOAL OF STRESSING YOUR COMPUTER HARDWARE.

YOU AGREE TO TAKE SUITABLE PRECAUTIONS PRIOR TO USING THE SOFTWARE, SUCH AS BACKING UP YOUR DATA. IN ANY CASE, THE ENTIRE LIABILITY OF DIGLLOYD AND ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WILL BE LIMITED TO REFUND OF THE LICENSE FEE YOU PAID FOR THE SOFTWARE. BY DOWNLOADING THIS SOFTWARE, YOU SIGNIFY THAT YOU UNDERSTAND, AGREE AND ACCEPT THIS AGREEMENT IN ITS ENTIRETY . IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT DO NOT DOWNLOAD OR USE THIS SOFTWARE

By downloading this software, you signify that you understand, agree and accept this agreement in its entirety.

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