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SCHEDULE A
<br />TERMS AND CONDITIONS TO
<br />VIRTRU PRO
<br />SUBSCRIPTION AGREEMENT
<br />1. DEFINITIONS
<br />For purposes of this Agreement, the following terms shall
<br />have the following meanings:
<br />1.1 "Derivative Work" shall mean a new or
<br />modified work that is based on or derived from a
<br />preexisting work, including, without limitation, a work
<br />that, in the absence of a license, would infringe the
<br />copyright in such preexisting work or that uses trade
<br />secrets or other proprietary information with respect to
<br />such preexisting work.
<br />1.2 "Materials" shall mean the Virtru Pro
<br />software (including any object code, executable files, or
<br />browser plug -ins) or materials related thereto provided by
<br />Virtru to Customer hereunder, including, without
<br />limitation, any software downloaded from Virtru's
<br />website or from the Virtru Pro Services; any related
<br />materials and documentation therefor; and any
<br />modifications, error corrections, bug fixes, new releases,
<br />enhanced functionality (including platform integration
<br />features not generally available to non-commercial users
<br />of Virtru's software) or other updates thereto that may be
<br />provided hereunder by Virtru to Customer during the
<br />term of this Agreement.
<br />1.3 "Third Party Services" shall mean any
<br />services used in connection with the Materials that are
<br />hosted by a party other than Virtru or Licensee.
<br />1.4 "Virtru Pro Services" shall mean the
<br />Virtru hosted services made available by Virtru to
<br />Customer in connection with the Materials.
<br />2. RIGHTS IN MATERIALS AND TO USE SERVICE
<br />2.1 Grant of Rights. Subject to the terms
<br />and conditions of this Agreement, Virtru (a) hereby grants
<br />to Customer a restricted, non-exclusive, nontransferable,
<br />nonsublicensable, royalty -free (except as set forth in
<br />Section 2.3), revocable right to use, during the term of
<br />this Agreement and in accordance with the
<br />documentation provided by Virtru, the Materials (the
<br />"License"), and (b) Virtru will make the Virtru Pro Services
<br />available to Customer pursuant to this Agreement during
<br />the term of this Agreement. Except as set forth in this
<br />Section 2.1, no other right or license of any kind is granted
<br />CONFIDENTIAL
<br />by Virtru to Customer hereunder with respect to the
<br />Materials or the Virtru Pro Services. Customer
<br />acknowledges and agrees that, unless otherwise agreed in
<br />writing between the parties, Customer shall be solely
<br />responsible for procuring and complying with any license
<br />or right to use any Third Party Services, including those
<br />offered by Customer's email services provider.
<br />2.2 Restrictions. Customer shall not,
<br />without the prior written consent of Virtru: (a) copy all or
<br />any portion of the Materials or Virtru Pro Services;
<br />(b) decompile, disassemble, scrape or otherwise reverse
<br />engineer the Materials, Virtru Pro Services or any portion
<br />thereof, or determine or attempt to determine any source
<br />code, algorithms, methods or techniques embodied in the
<br />Materials or used in the Virtru Pro Services or any portion
<br />thereof; (c) modify, translate or create any Derivative
<br />Works based upon the Materials or Virtru Pro Services;
<br />(d) distribute, disclose, market, rent, lease, assign,
<br />sublicense, pledge or otherwise transfer the Materials, in
<br />whole or in part, to any third party or export the Materials
<br />outside the United States; (e) remove or alter any
<br />copyright, trademark, trade name or other proprietary
<br />notices, legends, symbols or labels appearing on or in
<br />copies of the Materials or the Virtru Pro Services;
<br />(f) perform, or release the results of, benchmark tests or
<br />other comparisons of the Materials or Virtru Pro Services
<br />with other programs or services; (g) transfer the Materials
<br />to any computer other than a computer owned by
<br />Customer and used by Customer in Customer's
<br />operations; (h) permit the Materials or Virtru Pro Services
<br />to be used for processing the data of any third party;
<br />(i) incorporate the Materials, Virtru Pro Services or any
<br />portion thereof into any other program, product or
<br />service, or use the Materials or Virtru Pro Services to
<br />provide similar services or functionality to third parties; (j)
<br />provide any third party with access to the Virtru Pro
<br />Services other than as expressly permitted herein or by
<br />the Terms of Service (as defined below); (k) use the
<br />Materials or Virtru Pro Services for any unlawful or
<br />tortious purpose; or (1) use the Materials or Virtru Pro
<br />Services for any purpose other than in accordance with
<br />the terms and conditions of this Agreement or Virtru's
<br />then -current terms of service (available at
<br />https://www.virtru.com/terms-of-service) (the "Terms of
<br />Service"). Customer shall ensure that all Customer end
<br />users of the Virtru Pro Service and Materials comply with
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