Terms

In recognition of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby irrevocably acknowledged, the Parties hereby agree as follows:

1. Licence.

(a) Grant of Licence. Subject to the provisions of this Agreement, Netsweeper grants to the Client and the Client hereby accepts a non-exclusive, non-transferable limited right to use the System pursuant to the terms of this Agreement and any Exhibits and/or Schedules attached hereto;

This Agreement does not entail, nor shall it be read or interpreted as a transfer of intellectual property rights from Netsweeper to the Client.

Parties may add any intellectual property to be obtained or licensed to the Client in the future by amending Exhibit G to this Agreement.

(b) Restrictions on Licence:

(i) Client shall use the System solely on the Client’s networked server or servers running the Netsweeper software; and operating from that server or servers for use by authorized Users; Users being any authorized individual who may access the Netsweeper product(s) via Web Administration, Secure Shell (SSH), or any other method, for the purpose of administering, and/or operating the Netsweeper products; Specifically, the Client shall not, without Netsweeper’s prior written consent, use, utilize, leverage, employ or the like, the System, which for greater certainty and without limitation includes for all purposes of this Agreement, graphical user interfaces commonly known as “pop up” or “deny” pages, “intercept page”, “message page – from our software platform”. A clear lineation to our policy manager for any purpose or benefit other than that which is expressly stated in this Agreement and for no ancillary, related, indirect or other use or purpose regardless whether or not the System has or will have the functionality to do so;

(ii) The Client shall have no right to access, request delivery of, or use the software source code and other proprietary information related to the function of the System. Except if such would be permitted by mandatory law; and

(iii) The Client shall not reverse engineer, disassemble, decompile or decompose the Software or System or make any efforts to do same nor shall permit any other party to do so. Except if such would be permitted by mandatory law.

(c) Activation. Activation of a product serial key, enabling full and unhindered operation of the Netsweeper software products, will be provided upon final acceptance of the delivered products and servers as per the term and conditions of this agreement. During the interim period between software delivery and final acceptance, a time limited product serial key will be delivered to enable the installation, configuration, delivery, preparation, and acceptance testing of the products and services.

(d) Access. If applicable, the earlier of (i) the end of the fifteen (15) day evaluation period or (ii) when the Software has been deemed to be accepted, the Client shall contact Netsweeper and obtain a serial server key which provides the access to the System from a secure site.

(e) End User License Agreement (“EULA”). The Netsweeper EULA governs the terms and conditions of software licensing between Netsweeper and its direct customers; namely, the end users. The Client shall ensure that end-users of their network solution are notified of the material terms and conditions of the EULA as applicable to their access and use of the Netsweeper Software. However, in the event of conflict, the terms and conditions of this Agreement take precedence and govern the commercial and legal relationship between Netsweeper and the Client.

(f) Powered by Netsweeper. The grant of rights provided herein shall be subject to the Client’s duty to attribute the Software to Netsweeper. Such attribution may take the form of “Powered by Netsweeper”, or similar wording to be determined at the sole discretion of Netsweeper. The Client shall display on all packaging, media, covers and decals on the Client’s products, services or the like employing the Solution Netsweeper trademarked logo in respect of the Software in a manner and size not less than fifty percent (50%) as prominent as the Client’s trademark. The Client shall also state in all its advertising and marketing materials that the Client product or service now contains the Software. The Client shall upon request provide to Netsweeper for prior approval sample copies of all of the Client’s advertising, marketing and packaging materials in respect of the Client’s product or service that contains or utilizes the Software, except as otherwise advised by Netsweeper.

2. Term and Renewal. Subject to Section 3 of this Agreement, this Agreement is concluded for a period of two (2) years (hereinafter the “Term”). The Term shall commence on the date of initiation of the Service, which shall begin at the earlier of thirty (30) days deployment of the Software within the Client network or when the Software has been deemed to be accepted. Parties expressly agree that once the Software has been deployed either by being placed into production or placed into acceptance testing by the Client, regardless of being accepted by the Client, that thirty (30) days following this event the Software will be deemed to be accepted by the Client and Netsweeper shall commence billing period for same under the terms of this Agreement. This Agreement will automatically renew for additional twelve (12) month periods, unless either Party informs the other in writing within sixty (60) days prior to the end of the Term.

Parties expressly agree that if by thirty (30) days after deployment of the Netsweeper products within the Client network, the Client has not provided Acceptance, the Netsweeper Products will shut-down and cease operations. This Agreement will then automatically terminate.

3. Termination.

In the event of a breach or default of this Agreement by the Client which remains uncured for more than ten (10) days after notice from Netsweeper, in addition to the right to seek other legal remedies, Netsweeper may terminate this Agreement and all rights hereunder by giving the Client written notice of termination; provided, that Netsweeper may immediately shut down or disconnect the Client from the Netsweeper System if reasonable fears exist that the Client will disclose proprietary content without authorization.

In the event of a breach by Netsweeper of the terms and conditions of this Agreement, and if such breach remains uncured for ten (10) business days, the Client may (upon sixty (60) days prior written notice of the termination, which notice shall provide reasonable explanation as to the reasons for the termination) terminate this Agreement upon payment of any Fees still owing to Netsweeper. Upon termination of this Agreement for any reason, the Client shall immediately surrender to Netsweeper all documentation pertaining to the System and agrees to remove all copies of the Software from their computers, servers and systems.

In the event of any material breach of this Agreement by either Party hereto, if such breach is not corrected within thirty (30) days after written notice describing such breach, this Agreement may be terminated forthwith by further written notice to that effect from the Party noticing the breach.

Either Party may terminate this Agreement in writing, without notice, in the event the other Party:

(a) ceases to carry on business in the normal course, pass a resolution for its winding up other than for the purposes of amalgamation or reconstruction, become insolvent, make a general assignment for the benefit of or any composition with creditors, suffer or permit the appointment of a receiver for its business or assets, or avail itself of, or become subject to, any proceeding under bankruptcy or any other statute relating to insolvency or the protection of rights of creditors;

(b) Fails to comply with the obligations of confidentiality, proprietary content or intellectual property rights herein.

(c) Termination for convenience may be exercised after the Initial Term on sixty (60) days written notice;

(d) Upon termination of this Agreement for any reason:

i. the Client shall settle any Fees still owing to Netsweeper as calculated in accordance with Exhibit B; and

ii. the Client shall immediately surrender to Netsweeper all documentation pertaining to the System and agrees to remove all copies of the Software from their computers, servers and systems.

4. Software. Netsweeper provides software; this machine-readable object code is the software portion of the System and includes the related documentation necessary. This Software and documentation, if any, are included together as a single product. The Software shall operate in a good and workmanlike manner free from defects as of the date of installation or acceptance (whether actual or deemed) and is current to the date of it being deployed by the Client or deemed deployed by Netsweeper. Given the volatile and changing nature of the internet and the various factors associated and affecting same and the like, any changes required to the Software as a result of changes to the internet, internet content, internet traffic, internet functionality, and the like will require re-evaluation by the Parties and may require amendments and/or upgrades to the Software not otherwise covered by the terms of this Agreement or any other agreement. For greater clarity, the Software may require product customization based on many factors and the Client can be advised by Netsweeper of same and at an additional cost to be agreed upon by the Parties.

5. Proprietary Content. Netsweeper will, through the provision of its System, provide to the Client the use of its proprietary URL database, and/or processes. The Client expressly acknowledges that all proprietary interests in the System or Software or any modifications, enhancements, or improvements thereto shall be the sole and exclusive property of Netsweeper, and that no term of this Agreement shall be construed to convey title in the System or Software to the Client. The Client shall not take any action which purports to create a claim, lien, or encumbrance on the Software, System, or any other confidential information of Netsweeper.

6. Copyright and Intellectual Property. The Client acknowledges that the Software, Solution and System and any copies in any form thereof are owned by Netsweeper and are protected by copyright laws and international treaty provisions. Client must treat the Software, Solution and System like any other copyrighted material. Client agrees not to rent, lease, lend, give away, for profit or non-profit, or sell the Software or related documentation to third parties.

The Client shall never register, directly or indirectly, any trademarks, trade names, design or other symbols of Netsweeper (or any name, sign, design or mark which are confusingly similar to those of Netsweeper) anywhere in the world. If the Client acts contrary this obligation, the Client shall assign any such registration to Netsweeper and the Client shall co-operate in any manner necessary to transfer and register any such registration to and in the name of Netsweeper.

If the Client makes improvements the System or develops new applications thereof (contrary to what the Client is allowed to do), the Client shall assign to Netsweeper all right and title to such improvement or new development. Pursuant thereto, the Client herewith assigns (in advance) all right, title and interest to any improvement to the System or new application thereof to Netsweeper and Netsweeper herewith accepts such transfer. The Client shall notify Netsweeper of any improvement or new development by or on behalf of the Client. The Client shall do all that is necessary to affect the transfer as set forth in this paragraph.

7. Hardware. Netsweeper may, if applicable and upon request, provide configured server(s) and related hardware equipment (hereinafter the “Hardware”) to be located on the Client’s premises as agreed upon in writing. All Hardware and all Software installed on the server remains the property of Netsweeper unless purchased by the Client.

8. Services. During the Term, and in accordance with the terms and conditions of this Agreement and related Agreements, Exhibits and Documents, Netsweeper may provide to the Client the following services:

(a) Professional Services. Netsweeper will provide the Client with the initial set-up and configuration of the System as well as ongoing system architecture design and consultancy servers at the Fees set out in the attached Schedules or Exhibits but not any customization to same unless otherwise agreed upon in writing, statement of work and change order in accordance to the fee schedule. The set-up services include configuration of the System on a server or servers to be used by the Client and making reasonable efforts to implement the Software for the Client. The Client shall provide a representative of the Client who understands the Client’s network and is technically capable of configuring routers, switches, and other equipment already in place on the Client’s network to assist in the set up and configuration of the System at the Client’s site.

(b) Category Name Service (CNS) the Category Name Service (CNS) provides URL categorization services from Netsweeper data centres for the purpose of providing category based URL filtering. This utilizes Netsweeper proprietary technology that integrated with the Netsweeper URL Filtering solution based at the Client site.

(c) Software customization. As agreed by a change order and statement of work, priced on the effort at agreed rates.

(d) Help/Support Services. Netsweeper will provide Support in accordance with the terms and conditions specified in the attached Exhibit C, Service Level Operating Agreement (“SLA”). Client will provide Netsweeper with full secure access to their local servers as required, to facilitate Support Services in accordance with the SLA. In addition to Standard or Premium Support Services, Netsweeper will, if requested in writing with a minimum of seventy-two (72) hours’ notice, Netsweeper will travel to the Client’s premises to provide on-site help services at a flat service fee of $2,500 US per day and a one-day minimum charge will apply. The Client will also be responsible for all reasonable out-of-pocket expenses of Netsweeper associated with such travel, including without limitation, transportation, lodging and meals.

(e) Fee Adjustment. All Fees set forth in this Agreement will be reviewed at the end of the Initial Term and any Subsequent Terms and fair and reasonable adjustments in accordance with the fee schedule in such Fees may be made by Netsweeper including without limitation upon any of the following changes:

i. increases in the size of internet feed/throughput, thus creating more demands on the Netsweeper System requiring additional servers needed to meet the added service load;

ii. increases in the number of workstations or locations having Internet access;

iii. additional services provided by Netsweeper to the Client, as requested by Client; or

iv. charges incurred by the Client for any additional or other use of the Software or System not otherwise addressed in this Agreement.

9. Publicity and Co-Marketing. Upon deployment of the Solution for the Client (commonly referred to as “go-live”), Netsweeper shall be authorized to publically claim the Client as a customer, by name and through use of the Client’s Logo, trademark(s) and/or tradename(s) as appropriate in presentations and on Netsweeper’s web site(s). Within ninety (90) days of the execution of this Agreement, or as otherwise agreed upon in writing by the parties, the Client and Netsweeper shall collaborate to produce a Netsweeper Case Study which describes the Solution as deployed, the contents of which Netsweeper and/or the Client may re-use in a Press Release. The contents of the Case Study and Press Release(s) shall be subject to prior review and written approval of both Parties, such approval not to be unreasonably withheld or delayed. Nothing in this Agreement shall be construed to prohibit the Client or Netsweeper from accurately attributing Netsweeper with design and manufacture of the platform of the System. Except for such routine attribution by Netsweeper or the Client, all other promotional activity of either Party in which the name or mark of the other Party is included shall be subject to prior review and written approval of such other Party, such approval not to be unreasonably withheld or delayed. Except as set forth in this Section 9, neither Party shall issue any press release regarding this Agreement without the prior written consent of the other Party.

10. Reports. The Client shall keep clear and accurate records sufficient to prepare, as appropriate, any needed Fee reports required by this Agreement, described in attached Schedules and Exhibits. The Client and Netsweeper shall collaborate to create and document procedures to ensure that the Client can determine the appropriate Fee payable hereunder. If Fees are variable on a monthly basis, within five (5)

days after the end of each month, the Client shall provide a Fee report showing (i) the data regarding the sublicense and/or sale of the Software during such month, (ii) any adjustments due as a result of errors in previous monthly reports, and (iii) the amount of the Fees due for each sublicense and/or sale of the Software during such month.

11. Audit. Netsweeper shall have the right, from time to time at its own expense, to conduct during normal business hours an audit of the appropriate records and systems of the Client to substantiate the accuracy of the Client reporting and the use of the System provided by Netsweeper in this regard. Prompt adjustment shall be made by the Client or Netsweeper to compensate for any errors or omissions that are in favour of the other Party as disclosed by such audit. Netsweeper shall be granted temporary access to the Client’s computer systems, including Netsweeper Policy Server(s) (NSP) and records for the purposes of performing such audits. Audits will be limited to one per month provided that each audit performed shows no more than five percent (5%) variance between actual and reported results. In the event that the audit reveals unauthorized use of the System and/or Solution, then Netsweeper shall, at its sole discretion, be entitled to render an account for such usage and/or terminate this Agreement without further cause, liability on behalf of Netsweeper or notice to the Client.

12. NETSWEEPER’S LIMITED WARRANTY. NETSWEEPER WARRANTS TO THE CLIENT THAT DURING THE TERM, THE NETSWEEPER SYSTEM WILL CONFORM TO ITS DOCUMENTATION AND SPECIFICATIONS WHEN USED IN CONFORMANCE WITH SUCH DOCUMENTATION. IF THE CLIENT SHOULD DISCOVER A WARRANTY CLAIM HEREUNDER, THE CLIENT’S SOLE RECOURSE AND THE MAXIMUM EXTENT OF NETSWEEPER’S LIABILITY WILL BE FOR NETSWEEPER TO CORRECT THE PROBLEM OR REFUND IF APPLICABLE, THE APPLICABLE LICENCE AND/OR SUPPORT FEES WITHIN ONE HUNDRED AND TWENTY (120) DAYS OF RECEIVING WRITTEN NOTICE OF THE WARRANTY CLAIM FROM CLIENT. EXCEPT AS DESCRIBED ABOVE, THE NETSWEEPER SYSTEM IS PROVIDED “AS IS” WITHOUT WARRANTY OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. THE CLIENT ASSUMES ALL RISK AS TO THE RESULTS AND PERFORMANCE OF THE SYSTEM.

13. LIMITED LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL NETSWEEPER OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, OR ANYONE ELSE INVOLVED IN THE CREATION, PRODUCTION, DELIVERY OR LICENSING OF THE SYSTEM BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OR, FOR EXEMPLARY, PUNITIVE, OR AGGRAVATED DAMAGES WHATSOEVER (INCLUDING, LOSS OF PROFITS OR REVENUE, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SYSTEM, HOWEVER CAUSED, AND WHETHER OR NOT THE POSSIBILITY OR CAUSE OF SUCH DAMAGES WAS KNOWN TO NETSWEEPER BEFORE HAND.

14. Client Indemnification. The Client shall protect, defend, indemnify and hold harmless Netsweeper officers, directors, employees, affiliates, agents and their respective employees from any and all losses, claims, actions, proceedings, expenses, damages or liabilities, including, without limitation, reasonable legal fees and court costs, arising in connection with or incurred by Netsweeper and/or the Client with respect to the possession, licence and the use or return of the System, Hardware and any other equipment.

15. Payment. As consideration for Netsweeper’s execution and delivery of this Agreement for the use of System, the Client will pay Fees in accordance with applicable Exhibits and Schedules attached hereto and as otherwise billed by Netsweeper. The Fees are payable by the payment methods and schedule(s) as specified in the Exhibits and Schedules. All Fees may be subject to applicable taxes which shall be paid by

the Client (which shall include, without limitation, sales, use, service, excise, and personal property taxes, whether collected by withholding or otherwise assessed, and any penalty and interest payments related thereto). In the event Netsweeper is charged such taxes directly, Netsweeper may add the required tax amount (to comply with tax laws) to the Fees owed by the Client hereunder. Any additional Services (such as on-site help services or additional monthly user License Fees) rendered by Netsweeper and purchased by Client will be payable in accordance with the appropriate Exhibits or Schedules. Non-payment of invoice due constitutes adequate breach for the serial key to be disabled and/or deactivated by Netsweeper. Once payment has been received, the serial key will be reactivated after a system check has been conducted. Serial reactivation fee is a minimum of $2,500 USD per day of non-operating serial and the system check fee is $2,500 USD per day plus additional Netsweeper expenses. These additional fees and charges are without prejudice to Netsweeper’s right to claim full compensation of damages if such damages are higher than the fees that are required to be paid by the Client and Netsweeper may simultaneously with payment of the aforementioned fees, demand compliance/performance with the terms and conditions of this Agreement and this Section.

16. Confidentiality and Non-disclosure. Each Party agrees that it will not disclose to any third party any information concerning the customers, trade secrets, methods, processes or procedures, terms of this agreement or any other confidential, financial or business information of the other party, which it learns during the course of its performance of this Agreement, without the prior written consent of the other party. This obligation will survive the cancellation or other termination of this Agreement. Netsweeper keeps all log files and information regarding the Client in trust. All information gathered in the course of service is the property of the Client and will only be used for client related purposes or for Netsweeper to improve its services. Each Party shall treat all Confidential Information received from the other in confidence and shall not use such Confidential Information, or disclose it to any third party, except as required by law (including applicable stock exchange rules and regulations) or insofar as strictly necessary for the performance of its obligations hereunder. This undertaking shall not apply to information lawfully received from a source other than the other Party.

Any Confidential Information supplied by one party to the other shall be governed by the following terms and conditions:

i. each party agrees to protect such Confidential Information with the same degree of care which it uses to protect its own like data and information;

ii. each party agrees that it shall not disclose to third parties in any manner or form, or otherwise publish such Confidential Information so long as it remains confidential without the explicit authorization of the other party; and

iii. each party agrees that it shall use such Confidential Information solely in connection with the performance of its obligations under this Agreement unless otherwise explicitly authorized by or on behalf of the other party.

Each party is responsible for ensuring that its employees and all other persons having access to the Confidential Information sign obligations of confidentiality equivalent to those contained in this clause. In the event that a party becomes aware of any breach of confidence by an employee or other person, it shall immediately notify the other party and give that party reasonable assistance in connection with any proceedings, which that party may institute against such person.

The obligations of Confidentiality herein will survive the cancellation or other termination of this Agreement.

17. Assignment. The rights in this Agreement are personal to Client and shall not be transferred or assigned to a third party, including to any competitor of Netsweeper whether directly or indirectly or otherwise, without the prior written consent of Netsweeper, which shall not be unreasonably withheld or delayed.

Notwithstanding this clause, Client may assign the rights of this Agreement to an associate or affiliate entity as part of a corporate restructuring.

Any transfer or assignment in violation of this paragraph shall be void and will have no force or effect.

18. Notices. Any notices, demands and other communications hereunder shall be in writing and shall be deemed to have been given if delivered or if mailed registered or certified mail by express International registered post or sent by facsimile:

If to Netsweeper, at:

Netsweeper Netherlands Coöperatief U.A.

HSD Campus, Office 8.22, Netsweeper B.V., Wilhelmina van Pruisenweg 104, 2595 AN Den Haag, The Netherlands

Facsimile: +1-519-772-0896

Facsimile notice may be used only if a means of obtaining an immediate written confirmation of receipt is available and such proof is presented in the event of dispute.

19. Force Majeure. Netsweeper’s performance of its obligations hereunder shall be subject to force majeure, including without limitation, insurrections, riots, wars and war-like operations, explosions, governmental acts, epidemics, failure of contractors and subcontractors to perform, hydro failures, wireless application failures, strikes, fires, accidents, inability to obtain qualified labour, or any similar occurrence beyond the reasonable control of Netsweeper. Netsweeper shall not be liable for any damages incurred by the Client as a result of such breach or failure, if such breach or failure to perform is caused by circumstances beyond the control of Netsweeper. Netsweeper shall be temporarily excused from performance hereunder by any such circumstances and shall use its best efforts to avoid, remove or cure such circumstances and shall resume performance with utmost dispatch when said circumstances are removed or cured. Netsweeper shall give prompt notice to the Client, claiming the circumstances which as an excuse for delay in performance.

20. Miscellaneous and Applicable Law. The terms of this Agreement are binding on the Parties, their subsidiaries, affiliates and any party controlling, controlled by or under common control with, the parties, and their successors, Clients, agents, employees and associated individuals of the parties. The invalidity of enforceability of any provision hereof will in no way affect the validity of enforceability of any other provision

This Agreement shall be construed in accordance with Laws of Netherlands based on Dutch Law and based on Treaties concluded by the Netherlands, without regard to principles of conflicts of laws applicable therein, excluding the application of its conflicts of law’s provisions. The application of the UN Sales Convention is explicitly excluded. Any dispute arising out of or in connection with this Agreement (including but not limited to claims based on tort) or further agreements resulting there from will be submitted to the exclusive jurisdiction of the competent court in Rotterdam.

This Agreement and the Schedules constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties and there are no warranties, representations or other agreements between the Parties in connection with the subject matter hereof except as specifically set forth herein. No supplement, modification, amendment or waiver of this Agreement shall be binding unless executed, in writing, by a corporate officer of each of the Parties hereto.

21. Currency. Unless otherwise specified, the word dollar and the dollar sign ($) refer to US currency.

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