IMPORTANT—READ CAREFULLY: This Team Edition License Agreement (“Agreement”) is by and between BanyanOps, Inc.(“Banyan”) and the company you are authorized to represent ("Customer”) and describes the terms and conditions under which Banyan offers you the right to use the Banyan Team Edition Solution (“Solution,” as further defined below). BY DOWNLOADING, DEPLOYING OR USING ANY PART OF THE SOLUTION CUSTOMER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE, DO NOT DOWNLOAD OR USE ANY PART OF THE SOLUTION.


#### 1.  DEFINITIONS.

1.1 "Access Tier" An Access Tier is a component that performs policy enforcement and is hosted by Banyan (as a Software-as-a-Service offering). An Access Tier has a public IP address that is reachable from the internet.

1.2 “Connector” A component that runs in a private network segment within which you run corporate applications and services. A Connector establish a secure tunnel with a Banyan Access Tier.

1.3 “App” is the client component of the Solution and is installed on Devices in order to enable secure registration, authentication and security posture validation.

1.4 “Command Center” is the management component of the Solution that is hosted by Banyan (as a Software-as-a-Service offering).

1.5 “Confidential Information” means any and all non-public, confidential and proprietary information, furnished by one party to this Agreement (the “Disclosing Party”) to the other party to this Agreement (the “Receiving Party”) and relate to such Disclosing Party’s business or technology and has been identified as such at the time of the disclosure. Notwithstanding the foregoing, Confidential Information of Banyan shall expressly include the terms of this Agreement, the Solution, the Documentation and all know-how, techniques, ideas, principles and concepts which underlie any element of the Solution or the Documentation and which may be apparent by use, testing or examination.

1.6 “Customer Data” means the information pertaining to Customer’s network as collected by the Connector or Access Tier and processed by the Command Center.

1.7 “Device” means any kind of electronic appliance capable of connecting to a network and processing data, including without limitation personal computers, mobile phones and tablet computers.

1.8 “Documentation” means the generally commercially available product documentation applicable to the Solution and delivered by Banyan to Customer hereunder.

1.9 “Error” means an incident that investigation reveals is caused by the Solution’s failure to perform materially in accordance with the specifications set forth in the Documentation for such Solution. An incident will not be classified as an Error if (a) the relevant Solution is not used for its intended purpose; (b) the incident is caused by Customer’s or a third party’s software or equipment (except to the extent Banyan has incorporated or packaged such third party’s software or equipment in or with the Solution); or (c) the version of the Solution on which the Error has purportedly occurred is not the most current version of such Solution made available to Customer under this Agreement.

1.10 “Host” means a single server (either physical or virtual) that is owned, operated or controlled by Customer.

1.11 “Intellectual Property Right” means any and all patent, copyright, trademark, trade secret or other proprietary right throughout the world.

1.12 “Hosted Service” means a software component deployed by the Customer on one or more Hosts that listens on a network address. A Hosted Service can be registered with, and secured by, the Solution.

1.13 “Solution” means the Banyan proprietary Zero Trust Remote Access Platform product offering. The Solution includes the Connector, App and Command Center and any updates and upgrades thereto.

1.14 “User” means a Customer employee or contractor authorized to access and use the Solution. The maximum number of permitted Users is the number provided by Banyan at the time the Solution is downloaded and installed.

#### 2.  REGISTRATION.

Each Customer will need to register with Banyan and create an account. A Customer may never use another customer’s account without permission. When creating the Customer account, Customer must provide accurate and complete information. Customer is solely responsible for the activity that occurs on the Customer account and Customer must keep the account password secure. Customer must notify Banyan immediately of any breach of security or unauthorized use of the account. Banyan will not be liable for any losses caused by any unauthorized use of the account. By providing Banyan with email addresses, Customer consents to Banyan’s use of the email address to send Solution-related notices. Banyan’s direct competitors are prohibited from registering and/or accessing the Solution, except with Banyan’s prior written consent. In addition, the Solution may not be accessed for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.


#### 3.  LICENSE GRANT.


3.1	License to Solution and Documentation. Subject to the terms and conditions of this Agreement, Banyan hereby grants to Customer a limited, non-exclusive, non-transferable, non-assignable and non-sublicenseable license, during the term of this Agreement, to use the Solution for up to the maximum number of Users (20) within the Banyan Command Center as follows: (i) deploy the App on Devices, (ii) deploy the Connector within a network infrastructure that is owned or managed by Customer in order to to manage access to Hosted Services within such infrastructure, and (iii) use the Command Center to configure and monitor activity of the Solution, and in each case solely for Customer’s internal business purposes. The Solution and Documentation are licensed and not sold to Customer. Banyan and its licensors own and retain all right, title and interest in the Solution and Documentation, any design changes, improvements, enhancements, derivative works, or modifications thereof or thereto, and any related and/or associated Intellectual Property Rights, whether developed by Banyan or by Customer or its employees or independent contractors.

3.2	Provision of Cloud Services. Banyan shall use commercially reasonable efforts to provide use of the Command Center for the term of this Agreement. If Banyan determines that the security or proper function of Command Center would be compromised due to, hacking, denial of service attacks or other activities originating from or directed at Customer’s network, Banyan may immediately suspend access to the Command Center until the problem is resolved. Banyan will promptly notify and work with Customer to resolve the issues. Banyan may also change or discontinue the functionality or features of the Hosted Service or Solution or any part thereof at any time.

3.3.	Restrictions. In addition to the restrictions set forth above, Customer agrees that, except as otherwise expressly provided by this Agreement, it shall not: (a) exceed the maximum number of Users; (b) make copies of the Solution or Documentation; (c) distribute, sublicense, assign, delegate, rent, lease, sell, time-share or otherwise transfer the benefits of, use under, or rights to, the Solution; (d) reverse engineer, decompile, disassemble or otherwise attempt to learn the source code, structure or algorithms underlying the Solution, except as permitted under applicable law; (e) modify, translate or create derivative works of the Solution without the prior written consent of Banyan; (f) remove any copyright, trademark, patent or other proprietary notice that appears on the Solution, Documentation or copies thereof; (g) use the Solution in violation of any applicable laws, statutes or regulations; or (h) attempt to benchmark, conduct vulnerability or penetration tests, perform security research, or interfere with the operation or security of the Solution, Command Center or any other Banyan property, or to develop a competing product or service. The licenses provided by this Agreement are limited licenses, and Customer acknowledges that this Agreement does not grant Customer, and Banyan expressly disclaims the grant of, any license, immunity, or other right to or under any patent or other Intellectual Property Right of Banyan, whether directly or by implication, legal or equitable estoppel, exhaustion or otherwise.


#### 4.  SUPPORT.  

Banyan may provide support, upgrades, fixes or enhancements for the Solution but has no obligation under this Agreement to do so. Customer may also access community-based support through Banyan’s website. Customer shall report any errors or defects in the Solution, including, without limitation, security defects, to Banyan and will not disclose such errors or defects to any third party without Banyan’s consent. ANY COMMUNITY SUPPORT IS PROVIDED “AS IS” AND “WITH ALL FAULTS” AND BANYAN DOES NOT ASSUME ANY LIABILITY IN CONNECTION WITH SUCH SUPPORT.

#### 5.  FEES.

The limited license under this Agreement shall be at no charge to Customer.

#### 6.  TERM & TERMINATION.

The term of this Agreement shall commence on the date the Customer accepts this Agreement and shall remain in effect until terminated by either party. This Agreement and the licenses granted hereunder may be terminated by either party at any time by providing notice to the other party. Banyan may also terminate or discontinue the Team Edition of the Solution, in which case it will provide a 180 day wind-down period.

#### 7.  Effect of Termination.

Upon any expiration or termination of this Agreement, all licenses shall terminate immediately, and Customer shall (i) immediately cease use of all Solution and Documentation, and (ii) return to Banyan or destroy and uninstall all Solution and related Documentation and other materials and information provided by Banyan and any copies thereof made by Customer. Upon request, Customer shall certify to Banyan in writing that it has retained no copies of such Solution, Documentation, materials or information. Sections 3.3, 9 and 11 shall survive the expiration or termination of this Agreement, or any default under or rejection in bankruptcy of this Agreement by Customer. Upon termination Banyan may provide Customer an opportunity to download a copy of its Customer Data but is not obliged to do so and all Customer Data may be deleted after any termination.

#### 8.  WARRANTY; DISCLAIMER.

Banyan does not represent or warrant that the operation of the Solution (or any portion thereof) will be uninterrupted or error free, or that the Solution (or any portion thereof) will operate in combination with other hardware, software, systems or data not provided by Banyan, except as expressly specified in the applicable Documentation. BANYAN DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THE SOLUTION, WHETHER UNDER COMMON LAW, STATUTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY, RESULTS OR NON-INFRINGEMENT.

#### 9.  Limitation of Liability.

IN NO EVENT SHALL BANYAN BE LIABLE IN AN ACTION UNDER TORT, CONTRACT, WARRANTY OR OTHERWISE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE/EXEMPLARY DAMAGES OR LOSSES ARISING FROM OR RELATED TO A BREACH OF THIS AGREEMENT, THE OPERATION OR USE OF THE SOLUTION, INCLUDING, WITHOUT LIMITATION, SUCH DAMAGES OR LOSSES ARISING FROM (i) LOSS OF BUSINESS, PROFIT OR REVENUES, (ii) LOSS OF DATA, PROGRAMMING OR CONTENT, EVEN IF BANYAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES OR IF SUCH DAMAGES OR LOSSES ARE FORESEEABLE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT IN NO EVENT SHALL BANYAN’S TOTAL LIABILITY TO CUSTOMER FOR DAMAGES OR LOSSES OF ANY KIND EXCEED, EITHER CUMULATIVELY OR IN THE AGGREGATE, $1000.


#### 10. CONFIDENTIALITY.  

Each Receiving Party shall keep all Confidential Information in strict confidence and not disclose to any other person or use any Confidential Information for any purpose other than in connection with fulfilling obligations or exercising rights under this Agreement. The Receiving Party shall treat all Confidential Information of the Disclosing Party by using the same degree of care, but no less than a reasonable degree of care, as it accords its own Confidential Information. Receiving Party shall be liable for any breach of this Section 10 by any person to which it discloses Confidential Information. This Section 10 shall not apply to any information that: was or comes into the public domain through no fault of the Receiving Party; was or becomes known to the Receiving Party free of any obligation of confidentiality before; or is disclosed pursuant to an order or requirement of a court, administrative agency or other governmental body (but the Receiving Party shall provide prompt written notice of such court order or requirement to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure). Any materials or documents which have been furnished to the Receiving Party from the Disclosing Party shall be promptly returned or destroyed, at the option of the Disclosing Party, by the Receiving Party, within ten (10) days after (a) this Agreement has expired or has been terminated; or (b) a written notice is made by the Disclosing Party requesting such return or destruction. The terms and obligations pertaining to confidentiality in this Agreement shall survive and remain in full force and effect until Confidential Information falls within one of the exceptions above. Customer Data shall be Customer’s Confidential Information; provided, however, that (i) Customer hereby grants Banyan a right and license to use, process, copy, distribute and create derivative works from Customer Data to the extent needed to provide the Solution; and (ii) Banyan may further use Customer Data in aggregate or statistical form (“Aggregate Data”), both during and after the term of this Agreement for any purpose, as long as Customer is not identified as the source of the Aggregate Data.

#### 11. MISCELLANEOUS.

Customer shall not transfer or assign this Agreement or any of its rights or obligations hereunder without Banyan’s prior written consent and without such consent any purported assignment shall be void and of no effect. This Agreement shall be governed by the laws of the State of California, without reference to its conflict of law principles. The courts located in San Francisco, California shall have exclusive jurisdiction over this Agreement and the parties hereby waive any objections to the jurisdiction and venue of such courts. In connection with this Agreement each party is an independent contractor and as such will not have any authority to bind or commit the other. Customer shall comply with all applicable export laws in its use of the Solution and shall only use the Solution in countries permitted by such laws. Customer shall comply with all applicable privacy laws and regulations in its use of any Solution and Documentation, including without limitation the unlawful gathering or collecting, or assisting in the gathering or collecting of information in violation of any such privacy laws or regulations. Customer acknowledges that (i) the Solution is hosted on servers located in the United States, (ii) may be transferred to the United States, and (iii) Banyan does not make any claims as to whether the Solution or Customer’s use of it will comply with any privacy laws. Customer shall, at its own expense, defend, indemnify and hold harmless Banyan from and against any and all claims, losses, liabilities, damages, judgments, government or federal sanctions, costs and expenses (including attorneys’ fees) incurred by Banyan arising from any claim or assertion by any third party of violation of privacy laws or regulations by Customer or any of its agents, officers, directors or employees. Customer acknowledges and agrees that no personally identifiable information shall be provided to Banyan during the provision and operation of the Solution. Neither party shall be liable for failure to perform any of its obligations under this Agreement due to any events beyond such party’s reasonable control. To the extent that any provision of this Agreement is held to be invalid, illegal or otherwise unenforceable under applicable law then such provision shall be deemed amended to the extent necessary to render it enforceable. The failure of a party to prosecute its rights with respect to a default or breach hereunder shall not constitute a waiver of the right to enforce its rights with respect to the same or any other breach. This Agreement embodies the entire understanding of the parties with respect to the subject matter hereof and shall supersede all previous communications, representations or understandings, either oral or written, between the parties relating to the subject matter hereof. Banyan may modify the terms of the Agreement by giving Customer notice of the modifications and if Customer continues to use the Solution after such notice Customer shall be deemed to have accepted the new terms. Customer acknowledges that it is entering into this Agreement solely on the basis of the agreements and representations contained herein, and for its own purposes and not for the benefit of any third party. It is expressly agreed that the terms of this Agreement shall supersede the terms in any purchase order or other ordering document.