NOTICE: BY DOWNLOADING AND INSTALLING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS END USER LICENCE AGREEMENT (``Agreement''). IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MAY NOT INSTALL, COPY OR USE THE SOFTWARE.

This agreement is entered into between Acunu ("Acunu") a UK company registered in England under number 6908490 having its principal place of business at The Wenlock Building, 50-52 Wharf Road, London, N1 7EU and you ("Customer" or "you"). By downloading, accessing and installing or otherwise using the software, you agree to be bound by this Agreement. If you do not agree to this Agreement, you may not install, copy or use the software.

If you are accepting this Agreement on behalf of another person or entity, then you represent and warrant that you have the authority to bind that person or entity, you have read and understood this Agreement, and you agree on behalf of that person or entity to this Agreement (and, other than these representations, ("Customer" and "you" also refers to that person or entity).

It is hereby acknowledged that both parties agree as follows:

#### 1. Definitions

"Confidential Information" means any information whether oral, or written, of a private, secret, proprietary or confidential nature, concerning either party or its business operations, including without limitation: (a) business plans, marketing plans, financial data, employee data, and technical information, (b) the Acunu Software and Technology (c) Customer Data and (d) the terms of this Agreement including specific pricing.

"Customer Data" shall mean all information submitted to and managed by, the Software or Acunu as part of Customer's use of the Software.

"Defect" means an (i) Software source code bug; (ii) Deliverable error; or (ii) failure or malfunction in the Software that produces an incorrect or unexpected result or causes the Software to operate in unintended ways.

"Effective Date" shall mean the date of commencement of all terms and conditions defined in this Agreement.

"Software" shall mean the Acunu Analytics software, along with fixes for Defects and updates to the Acunu software. The Software makes use of and includes third party software listed, along with the terms and conditions governing its use, in the product documentation at http://www.acunu.com/documentation.html under the third party software section.

"Analytics Node" shall mean any single virtual or physical machine on which the Software is installed.

"Storage Node" shall mean any single virtual or physical machine on which Apache Cassandra or other software is installed and runs for the purpose of storing data or configuration information generated by the Software.

"Node" shall mean an Analytics Node or a Storage Node.

"Order Form" shall mean a separate ordering document fully executed between Acunu and Customer and incorporating the terms of this Agreement.

"Subscription Period" shall mean the duration of a subscription during which Customer can benefit from the right to use the Software and related Support Services as specified in an Order Form.

"Support Services" shall mean any support services offered by Acunu for the Software running on Analytics Nodes and, if applicable, for Apache Cassandra running on the Storage Nodes.

"Acunu Technology" means any methodologies, technology and software (source and object format) that is supplied by Acunu or one of its permitted subcontractors in performance of the Support Services and all derivative works, extensions or improvements of Acunu Technology conceived or developed under this Agreement (unless otherwise agreed by the parties), to the extent that such derivatives, extensions or improvements do not contain Customer's Confidential Information.

#### 2. License

2.1 Trial License: Subject to this Agreement, Customer may use the Software for internal, non-production, evaluation purposes on an unlimited number of Analytics Nodes. Acunu reserves the right, in its sole discretion, to terminate any trial license by notice in writing with immediate effect. All trial licenses terminate without notice when Customer moves any Analytics Nodes into production. Under a trial license, the Software is provided "as is" and without any warranty or Support Services and clauses 7.1 to 7.3 do not apply.

2.2 Subscription License: Subject to this Agreement, and only to the extent permitted by the payment of fees in an Order Form, Acunu grants Customer a worldwide, non-exclusive, non-transferable (except in connection with a permitted assignment of this Agreement), nonsublicensable, royalty-free, revocable and limited license to install, access and use the Software along with selected Support Services for the number of production Analytics Nodes and Storage Nodes and Subscription Period specified in an Order Form. Nodes used for development or testing purpose related to licensed production Nodes do not require additional license.

2.3 Additional Subscription Licenses: If Customer requires additional subscription license for additional production Nodes, then Customer shall advise Acunu of such additional number of licenses by submitting a new Order Form within one (1) month of deployment of corresponding Nodes in the production environment.

2.4 Invoicing and Payment: Upon receipt of an Order Form, Acunu will invoice the Customer for the fees set out in it. Payments of the fees are due thirty (30) days from invoice date.

2.5 Right to Audit: Acunu may access Customer's Software to perform license compliance checks no more than quarterly and Customer may be subject to additional fees should the number of Nodes exceed the number of Nodes allowed by the payment of fees in all Order Forms.

2.6 Restriction: Customer shall use the Software solely for its internal business process as contemplated by this Agreement and shall not: (i) modify, copy or create derivative works based on the Software (ii) disassemble, reverse engineer, or decompile the Software or part thereof, or access it in order to copy any ideas, features, content, functions or graphics of the Software (iii) license, sub-license, sell, re-sell, rent, lease, transfer, assign, distribute time share or otherwise commercially exploit or make the Software available to any third party, other than as contemplated by this Agreement; (iv) intentionally interfere with or disrupt the integrity of the Software or the data contained therein; or, (v) intentionally attempt to gain unauthorized access to the Software or its related systems or networks.

#### 3. Term, Renewal and Termination

3.1 Term of Agreement: This Agreement commences on the Effective Date and continues until the end of the last Subscription Period specified on the original and each subsequent Order Form.

3.2 Renewal: At least thirty (30) days prior to the end of the Subscription Period of each Order Form, Acunu may at its discretion provide Customer with an invoice for the renewal of each Order Form for the same Subscription Period. Customer shall have the right upon written notice to the Supplier provided at least fifteen (15) days prior to the end of the Subscription Period to not renew the Subscriptions. In the event Customer does not provide such timely written notice then the subscriptions shall renew for a further Subscription Period.

3.3 Termination for Cause: Either party may terminate this Agreement for cause with thirty (30) days written notice to the other party: (i) for material breach of this Agreement, granted the breached party provides notice of the breach in its intent to terminate, and the breach remains uncured for that thirty (30) day period; (ii) either party becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership, liquidation which is not dismissed within sixty (60) days of its commencement or an assignment for the benefit of creditors and (a) results in Acunu's inability to provide access to or support the Software, or (b) results in the Customer's failure to meet its financial obligations defined in this Agreement.

#### 4. Support Services

4.1 Scope: The Support Services include Support Desk, bug fixes and hot fixes for any Supported Version of

the Software and optionally of Apache Cassandra.

4.2 Supported Versions: Acunu will support a version of the Software or Apache Cassandra where specified in an Order Form provided that it is one of the three most recent generally available releases, be they major or minor versions. Acunu will further support each release for a period of twelve (12) months from its release date, or for any additional period at Acunu's sole discretion.

4.3 Support Desk: Email and web based support in the form of consultation on the operation and utilization of the Software and optionally Apache Cassandra and advice on the resolution of Defects. Support requests may be classified by Customer as Urgent, High, Normal or Low in accordance with the criteria in Clause 4.5. If not so classified, Acunu shall treat the support request as Normal. Customer may on notice to Acunu amend its classification of the support requests at any time. Acunu shall make its Support Desk available via email to support@acunu.com or self service portal at http://support.acunu.com/

4.4 Support Service Level Agreement: Acunu shall provide first response and follow up responses to support requests as set forth below. Customer acknowledges that Acunu cannot make any guarantee on resolution times.

"Business Hours" means 9:00am to 5:00pm London time, during Business Days. "Business Days" means Monday to Friday, excluding UK public and bank holidays.

4.5 Classification:

Priority | 8x5 Support | 24x7 Support
P1. Urgent | 4 Business Hours | 1 hour
P2. High | 8 Business Hours | 4 hours
P3. Normal | 2 Business Days | 2 Business Days
P4. Low | 4 Business Days | 4 Business Days

Priority | Description

P1. Urgent

Any of:

- Production software down or inaccessible, eg correlated node failure
- Business operations severely disrupted or cannot continue
- Significant risk of data loss

And no workaround immediately available.

P2. High

Any of:

- Major functions affected, eg single node failure, but cluster still available
- Business operations can continue, but perhaps less efficiently than normal
- Important project milestones are at risk

And temporary workaround available.

P3. Normal

Any of:

- Some loss of functionality but cluster is still running
- Some components are not working but overall operation can continue
- Limited or no impact on business operations
- This classification includes errors in documentation

And workarounds are available.

P4. Low

Any of:

- A request for information or guidance
- Cosmetic issues
- Request for a feature or additional documentation in a future release

No current impact on production.

#### 5. Ownership

5.1 Intellectual Property Rights: Acunu acknowledges and agrees that Customer may develop its own intellectual property using the Software which may include, but shall not be limited to, scripts, forms, applications, modules or other Software elements ("Customer Work Products") to support Customer's business operations as contemplated by this Agreement. All rights of patent, copyright, trademark, trade secret and other proprietary rights to such Customer Work Products will be the sole and exclusive property of Customer (excluding Acunu's Technology) upon its inception, conception, creation, fixture, development or reduction to practice. To the extent any Acunu Technology is used or embodied in the Customer Work Products, Acunu shall not be deemed to have assigned its intellectual property rights in such Acunu Technology to Customer. Customer Work Product shall not include and the assignment of obligations in this section shall not apply to any Deliverables created on behalf of the Customer by Acunu. Further, Acunu will at all times have and retain sole and exclusive ownership of and all right, title, and interest in and to the Acunu Technology and the Documentation, and all Intellectual Property Rights therein.

#### 6. Confidentiality

6.1 Protection of Confidential Information: Each party agrees to hold the other party's Confidential Information in the strictest confidence in accordance with this clause and any separate non-disclosure agreement signed between the parties. Both parties shall preserve the confidentiality of such Confidential Information with at least the same degree of care that it protects its own most confidential business information. Without limiting the foregoing, neither party shall sell, transfer, publish, disclose, display or otherwise make available to any third party, the other party's Confidential Information without the prior written consent of the other party. Customer shall not disclose any part of this Agreement, including the commercial structure, related pricing and payment terms to any third party or otherwise disinterested third parties such as consultants and industry or financial analysts.

Each party may only disclose the Confidential Information of the other party to employees or subcontractors with a need to know. Confidential Information will not include information that: (i) was rightfully in the public domain prior to receiving such information, or (ii) becomes publicly available without breach of this Agreement, or (iii) becomes known to the receiving party after rightful disclosure from a third party not under an obligation of confidentiality; or (iv) was disclosed to the minimum extent necessary to comply with a lawful court order or government regulation, provided that in the case of (iv) each party shall provide the other parties with advance written notice thereof, and reasonably cooperate with the other parties to seek confidential or other protective treatment of such information. Each party's confidentiality obligations shall remain in effect with respect to the Confidential Information of the other party after the cessation or termination of this Agreement for a period of one (1) year.

6.2 Security of Customer Data: As between Acunu and Customer, all Customer Data is owned exclusively by Customer. Customer Data shall be considered Confidential Information subject to this Agreement. Acunu shall use all reasonable efforts to protect and guard the availability and security of all Customer Data and shall be strictly prohibited from using the Customer Data in any fashion other than that defined in the Agreement.

#### 7. Warranties, Infringement and Indemnification

7.1 Warranties: Each party represents and warrants to the other that it has the legal power to enter into this Agreement. Acunu further represents and warrants to Customer that (i) it will provide the Software in a manner consistent with general industry standards and (ii) the Software will not infringe or otherwise violate any intellectual property or proprietary rights of any third party; and, no third party has asserted, is asserting or, to Acunu's knowledge, has threatened or has or will have any reasonable basis to assert a claim of any of the foregoing.

7.2 Infringement: In addition to its obligations set forth above, if the Software becomes the subject of a claim of infringement, Acunu shall use its best efforts to obtain such licenses, or make such replacements or modifications, as are necessary to permit Customer to continue use of the Software without infringement and in compliance with this Agreement. If, despite use of their best efforts, Acunu is unable to achieve either of the foregoing within sixty (60) days (or such longer period as Customer may determine in good faith) after the holding of infringement or the entry of the injunction, as applicable, Acunu will refund to Customer the unused portion of any license fees for the Software or parts of the Software for which the use is legally prohibited.

7.3 Infringement Indemnification: Acunu shall: (i) defend Customer, its officers, directors and employees against any third party suit, claim, action or demand (a "Claim") alleging that the Software infringes any valid and issued patent, copyright, or trademark of a third party; and (ii) indemnify and hold Customer harmless from any final award of damages or settlement amount, (including reasonable attorney fees, except as expressly set forth below), arising in connection with any such Claim. No indemnity with respect to any other product is provided by Acunu to Customer hereunder.

7.4 Limitations: Acunu shall have no obligation under this section for any Claim which results from or arises in connection with: (i) any use of the Software in combination with third party software or third party hardware or other technology not provided by Acunu to the extent such infringement would not have occurred but for such combination; (ii) any use of the Software which exceeds the scope of the license granted to Customer; or (iii) use of the Software not in compliance with applicable laws. Acunu shall have no liability under this Section for increased damages for intentional or wilful infringement by Customer (or any attorneys fees associated with such intentional or wilful infringement) if the basis for the increased damages award, as determined by the court, is the result of the conduct, acts or omissions of Customer.

7.5 Disclaimer of Warranty. EXCEPT AS PROVIDED IN THIS SECTION 7, ACUNU MAKES NO OTHER WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO ANY PRODUCT, SERVICE OR RELATED MATERIALS PROVIDED UNDER THIS AGREEMENT.

#### 8. Limitation of Liability

8.1 Limitation of Liability: EXCEPT FOR A PARTY'S LIABILITY UNDER SECTION 6 AND 7, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED THE ANNUAL AMOUNT ACTUALLY PAID BY AND DUE FROM CUSTOMER HEREUNDER.

8.2 Exclusion of Consequential and Related Damages: EXCEPT FOR A PARTY'S LIABILITY UNDER SECTION 6 AND 7, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SYSTEMS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

#### 9. General Provisions

9.1 Governing Law: This Agreement shall be governed exclusively by, and construed exclusively in accordance with, the laws of England and Wales, without regard to its conflicts of laws provisions.

9.2 Entire Agreement: This Agreement, together with the Exhibits and Attachments hereto, constitutes the entire agreement between the parties regarding the subject matter of this Agreement, and supersedes all prior or contemporaneous oral or written agreements, representations and negotiations. Any modification of this Agreement must be in writing and signed by an authorised representative of Acunu and Customer.

9.3 Publicity: Acunu may use Customer's name and logo in Acunu's marketing activities, including press releases, website and marketing literature. Customer also agrees to assist in the write up of a case study and agrees to the case study being distributed to Acunu's prospects and customers via the Acunu website and other electronic distribution media. Customer finally agrees to host a reasonable number reference calls/visits on a yearly basis.

9.3 Agreement Survivability: In the event that any given section of this Agreement is found by a competent court to be un-enforceable, all unaffected sections of this Agreement shall remain in effect.