IMPORTANT - THIS SUBSCRIPTION IS PROVIDED ONLY ON THE CONDITION THAT THE SUBSCRIBER (REFERRED TO IN THIS AGREEMENT AS “SUBSCRIBER”) AGREES TO THE TERMS AND CONDITIONS SET FORTH IN THE FOLLOWING LEGAL AGREEMENT WITH WEBSENSE, INC. AND/OR ONE OF ITS SUBSIDIARIES (“WEBSENSE”). READ THIS AGREEMENT CAREFULLY BEFORE ACCEPTING IT. BY CLICKING ON THE “I AGREE” BUTTON BELOW OR BY USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT, AND THAT (1) YOU, ON BEHALF OF YOURSELF, OR (2) SUBSCRIBER, IF SUBSCRIBER IS A BUSINESS, AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

1. Subscription and Grant of Right to Use. Subject to the terms and conditions of this Agreement, Websense agrees to provide Subscriber the subscription services (“Subscription”) as described in the purchase commitment mutually agreed upon between the parties (“Order”). Websense grants to Subscriber as part of the Subscription a non-exclusive, nontransferable right to use certain proprietary software applications ("Software"), proprietary database(s) of URL addresses, applications and other valuable information (“Databases”), changes to the content of the Databases (“Database Updates”) and certain modifications or revisions to the Software (“Software Upgrades”), together with applicable documentation and the accompanying media, if any, (collectively, the “Products”). The Products are provided for the number of Seats or servers for use in Subscriber’s own internal business operations (not for the benefit of any other person or entity) for the time period set forth herein or in the applicable Order (“Subscription Term”), provided Subscriber has and continues to pay the applicable fees for the Products (“Subscription Fees”). Subject to compliance with the terms of this Agreement, Subscriber may relocate or transfer the Product for use on a different server within its location. All fees paid for the Products are nonrefundable. “Seat” means each computer, electronic appliance or device that is authorized to access or use the Products, directly or indirectly. Subscriber may only exceed the number of ordered Seats if Subscriber increases its Order and pays additional Subscription Fees. Websense may, at any time, audit the use of the Products remotely or, upon reasonable notice, at Subscriber’s site. Unless specifically authorized in writing in advance by Websense, Subscriber may not rent, lease or timeshare the Products or provide subscription services for the Products or permit others to do so. Any source code provided to Subscriber by Websense is subject to the terms of this Agreement. Subject to the terms of this Agreement, Subscriber may allow its agents and independent contractors to use the Products solely for the benefit of Subscriber; provided, however, Subscriber remains responsible for any breach of this Agreement. Any other use of the Products by any person, business, corporation, government organization or any other entity is strictly forbidden and is a violation of this Agreement. Evaluation subscriptions to the Products are provided by Websense subject to the terms and conditions of this Agreement. Evaluation subscriptions are available for a period of up to thirty (30) days, and may be used only to evaluate and facilitate Subscriber’s decision to purchase a subscription to Products, and at the end of the evaluation period, Subscriber must pay the applicable Subscription Fees or this Agreement will automatically terminate and Subscriber must comply with the terms of Section 7 below.

2. Technical Support. Standard technical support includes online website and/or portal access, telephone support during business hours, and Software Upgrades for the Products during the Subscription Term upon payment of the Subscription Fees. Standard technical support is provided pursuant to the terms of this Agreement and the then-current technical support policies which are available at support.websense.com. Websense may require Subscriber to install Software Upgrades up to and including the latest release. Enhanced support offerings and services are available for additional cost and are also subject to the terms of this Agreement. Database Updates and Software Upgrades will be provided to Subscriber only if Subscriber has paid the appropriate Subscription Fees for all Seats and/or servers.

3. Intellectual Property Rights. The Products and all intellectual property rights therein and related thereto are the sole and exclusive property of Websense and any third party from whom Websense has licensed software for incorporation in or distribution with the Products. All right, title and interest in and to the Products and any modifications, translations, or derivatives thereof, even if unauthorized, and all applicable rights in patents, copyrights, trade secrets, trademarks and all intellectual property rights in the same shall remain exclusively with Websense and its licensors. The Products are valuable, proprietary, and unique, and Subscriber agrees to be bound by and observe the proprietary nature thereof. The Products contain material that is protected by patent, copyright and trade secret law, and by international treaty provisions. All rights not granted to Subscriber in this Agreement are reserved to Websense. No ownership of the Products passes to Subscriber. Websense may make changes to the Products at any time without notice. Except as otherwise expressly provided, Websense grants no express or implied right under Websense patents, copyrights, trademarks, or other intellectual property rights. Subscriber may make a sufficient number of copies of the Software for its authorized use and may maintain one (1) copy of the Software for backup purposes only. Subscriber may not remove any proprietary notice of Websense or any third party from any copy of the Products.

4. Protection and Restrictions. Subscriber agrees to take all reasonable steps to safeguard the Products to ensure that no unauthorized person has access thereto and that no unauthorized copy, publication, disclosure or distribution, in whole or in part, in any form is made. Subscriber acknowledges that the Products contain valuable, confidential information and trade secrets and that unauthorized use and/or copying is harmful to Websense. Subscriber may not directly or indirectly transfer, assign, publish, display, disclose, rent, lease, modify, loan, distribute, or create derivative works based on the Products or any part thereof. Subscriber may not reverse engineer (except as required by law in order to assure interoperability), decompile, translate, adapt, or disassemble the Products, nor shall Subscriber attempt to create the source code from the object code for the Software. Any third party software included in the Products may only be used in conjunction with the Products, and not independently from the Products. Subscriber may not, and shall not allow third parties to, publish, distribute or disclose the results of any benchmark tests performed on the Products without Websense’s prior written approval. Subscriber represents and warrants that it will comply with all laws, rules and regulations which apply to its use of the Products. Subscriber further represents and warrants that the Products will not be used to filter, screen, manage or censor Internet content for consumers without (a) permission from the affected consumers and (b) Websense’s express prior written approval which may be withheld in Websense’s sole and absolute discretion. Additional charges may apply if Subscriber assigns more than twenty (20) administrators to administer certain Websense products.

5. Limited Warranty. For the Subscription Term, Websense warrants that the Products will operate in substantial conformance with the then-current Websense published documentation under normal use. Notwithstanding the previous sentence, Websense does not warrant that: (i) Products will be free from defects; (ii) Products will satisfy all of Subscriber’s requirements; (iii) Products will operate without interruption or error; (iv) Products will always locate or block access to or transmission of all desired addresses, applications and/or files; (v) Products will identify every transmission or file that should potentially be located or blocked; (vi) addresses and files contained in the Products will be appropriately categorized; or (vii) algorithms used in the Products will be complete or accurate. Websense shall use reasonable efforts to remedy any significant Product non-conformance reported to Websense that Websense can reasonably identify and confirm. Websense or its representative will repair or replace any such non-conforming or defective Products, or refund a pro-rata share of the Subscription Fees paid for the then-current term, at Websense’s sole discretion. This paragraph sets forth Subscriber’s sole and exclusive remedy and Websense's entire liability for any breach of warranty or other duty related to the Products. Any unauthorized Product modification, tampering with the Products, Product use inconsistent with the accompanying documentation, or related breach of this Agreement shall void the aforementioned warranty. EXCEPT AS EXPLICITLY SET FORTH HEREIN AND TO THE EXTENT ALLOWED BY LAW, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PRODUCTS.

6. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL WEBSENSE, ITS AFFILIATES, ITS LICENSORS OR RESELLERS BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF OR RELATED TO THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO CLAIMS FOR LOSS OF DATA, GOODWILL, OPPORTUNITY, REVENUE, PROFITS, OR USE OF THE PRODUCTS, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS, PRIVACY, ACCESS TO OR USE OF ANY ADDRESSES OR FILES THAT SHOULD HAVE BEEN LOCATED OR BLOCKED, NEGLIGENCE, BREACH OF CONTRACT, TORT OR OTHERWISE AND THIRD PARTY CLAIMS, EVEN IF WEBSENSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL WEBSENSE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY SUBSCRIBER TO WEBSENSE FOR THE APPLICABLE PRODUCTS OVER THE ONE YEAR PERIOD PRIOR TO THE EVENT OUT OF WHICH THE CLAIM AROSE FOR THE PRODUCTS THAT DIRECTLY CAUSED THE LIABILITY.

7. Termination. This Agreement is effective until the end of the Subscription Term for such use as is authorized, or until terminated by either party. Subscriber may terminate this Agreement at any time upon notification to Websense. However, Subscriber shall not be entitled to a refund of any prepaid or other fees. Websense may terminate this Agreement if Websense finds that Subscriber has violated the terms hereof. Upon notification of termination by either party, Subscriber agrees to uninstall the Software, cease using and to destroy or return to Websense all copies of the Products and to certify in writing that all copies thereof, including backup copies, have been destroyed. Section 3-7, 9 and 11 shall survive the termination of this Agreement.

8. Government Restricted Rights. The Products are provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in FAR 52.227-14 and DFAR 252.227-7013 et seq. or its successor. Use of the Products by the U.S. Government constitutes acknowledgment of Websense's proprietary rights therein. Contractor or Manufacturer is Websense.

9. Third Party Products. The Products include software products licensed from third parties. Such third parties have no obligations or liability to Subscriber under this Agreement but are third party beneficiaries of this Agreement.

10. Export. Certain Products provided under the Agreement are subject to export controls administered by the United States and other countries (“Export Controls”). Export or diversion contrary to U.S. law is prohibited. U.S. law prohibits export or re-export of the software or technology to Cuba, Iran, North Korea, Sudan and Syria or to a resident or national of those countries (“Prohibited Country” or “Prohibited Countries”). It also prohibits export or re-export of the software or technology to any person or entity on the U.S. Department of Commerce Denied Persons List, Entities List or Unverified List; the U.S. Department of State Debarred List; or any of the lists administered by the U.S. Department of Treasury, including lists of Specially Designated Nationals, Specially Designated Terrorists or Specially Designated Narcotics Traffickers (collectively, the “Lists”). U.S. law also prohibits use of the software or technology with chemical, biological or nuclear weapons, or with missiles (“Prohibited Uses”). Subscriber warrants that it is not located in, or a resident or national, of any Prohibited Country; that it is not on any Lists; that it will not use the software or technology for any Prohibited Uses; and that it will otherwise comply with Export Controls.

11. General. Websense may periodically send Subscriber messages of an informational or advertising nature via email. Subscriber may choose to “opt-out” of receiving these messages by sending an email to optoutlegal@websense.com requesting the opt-out. Subscriber acknowledges and agrees that by sending such email and “opting out” it will not receive emails containing messages concerning upgrades and enhancements to Products. However, Websense may still send emails of a technical nature. Subscriber acknowledges that Websense may use Subscriber's company name in a list of Websense customers. Subscriber may not transfer any of Subscriber’s rights to use the Products or assign this Agreement to another person or entity, without first obtaining Websense’s prior written approval. Notices sent to Websense shall be sent to the attention of the General Counsel at 10240 Sorrento Valley Road, San Diego, CA 92121 USA. Any dispute arising out of or relating to this Agreement or the breach thereof shall be governed by the federal laws of the United States and the laws of the State of California, USA for all claims arising in or related to the United States, Canada, or Mexico; the laws of England and Wales for all claims arising in or related to the United Kingdom; and Dublin, Ireland for all other claims, without regard to or application of choice of laws, rules or principles. Both parties hereby consent to the exclusive jurisdiction of (1) the state and federal courts in San Diego, California, USA, for all claims arising in or related to the United States, Canada or Mexico, (2) the competent courts in England and Wales for all claims arising in or related to the United Kingdom; or (3) the competent courts in Dublin, Ireland for all other claims. Both parties expressly waive any objections or defense based upon lack of personal jurisdiction or venue. Neither party will be liable for any delay or failure in performance to the extent the delay or failure is caused by events beyond the party’s reasonable control, including, fire, flood, acts of god, explosion, war or the engagement of hostilities, strike, embargo, labor dispute, government requirement, civil disturbances, civil or military authority, disturbances to the Internet, and inability to secure materials or transportation facilities. This Agreement constitutes the entire Agreement between the parties hereto regarding the subject matter contained herein and the parties acknowledge that they have not relied on any promise, representation, or warranty, express or implied, that is not contained in this Agreement. Any waiver or modification of this Agreement shall only be effective if it is in writing and signed by both parties or posted by Websense at http://www.websense.com/legal. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be interpreted so as to reasonably effect the intention of the parties. Each party agrees to comply with all applicable laws and regulations. Websense is not obligated under any other agreements unless they are in writing and signed by an authorized representative of Websense.