EULA

Exhibit C

Form of End User License Agreement

OPENIAM END USER LICENSE AGREEMENT

READ THIS END USER LICENSE AGREEMENT CAREFULLY. BY DOWNLOADING, INSTALLING, ARRANGING FOR THE INSTALLATION OF, ACCESSING OR OTHERWISE USING OR ENABLING THE ACCESSING OR USE OF THE SOFTWARE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD OR INSTALL THE SOFTWARE AND RETURN IT TO THE VENDOR FROM WHICH IT WAS OBTAINED.

This End User License Agreement for ______________ ("Agreement") is between OpenIAM, LLC, a New York limited liability company ("OpenIAM") and you (an individual, or if you are downloading the Software as part of your job responsibilities, the company for which you work) ("You" or "Customer"). The following terms shall govern Customer's use of the Software.

Definitions. The following capitalized terms shall have the following meaning:

1. Institutional Licensees. If you are an employee, agent or other representative of a corporation, business, other legal entity or institution (collectively, “Institution”) and the Software will be used for the benefit of such Institution, you represent and warrant that you are authorized to enter into this Agreement on such Institution’s behalf as a legally binding and enforceable obligation of such Institution and that you are doing so. In such event, references herein to “you” and “your” will be deemed to include you individually and such Institution.
   

2. License Grant. For the term of the license established by Section 15 below, OpenIAM grants You a non-exclusive, non-transferable license to, and to permit your authorized users to, log into, use and/or access the Software simultaneously from the number of Units for which You have paid all applicable license fees; provided that (1) You comply with all of the terms and conditions of this Agreement, (2) the Software is only used and accessed in accordance with the documentation (if any) and training materials (if any) provided by OpenIAM along with the Software (collectively, “Documentation”) and then only by authorized users, (3) You do not yourself, and You do not allow any other party to, “hack” into or otherwise gain unauthorized access to the Software or OpenIAM’s other software or software systems, (4) you do not allow any party other than an authorized user to access or use the Software, (5) the license has not been suspended in accordance with Section 15 below, and (6) the Software is used solely for your internal business purposes in the manner contemplated by the Documentation.   As used herein, (a) “Unit” means either a Seat or a Location, or a combination of Location and Seat(s), depending upon which form of license you have purchased, (b) “Seat” means a computer, terminal or other network access device from which an individual logs into, uses or otherwise accesses the Software, with the number of Seats equal to the number of such devices that are simultaneously logged onto, using or accessing the Software, (c) “Location” means a physical location with a single street address that is under your direct control from which an individual logs into, uses or otherwise accesses the Software, and (d) “authorized user” means you or an individual acting under your direction and control. You agree that you are responsible for the actions and omissions of all of your authorized users to the same extent as if such actions and omissions were your own. Accordingly, all of your authorized users’ actions and omissions shall be deemed your actions and omissions for purposes of this Agreement. Additional Units may be added to the scope of this license, and thus subject to the terms and conditions of this Agreement, upon OpenIAM’s agreement and your payment of the applicable fees. All rights not expressly granted to you under this Agreement are reserved by OpenIAM.

3. Updates, Upgrades And Modifications. OpenIAM will provide all minor and major releases that are available during the subscription period. Additional patches will also be provided based on severity level as needed. While OpenIAM welcomes customer recommendations for new features, it’s under no obligation to develop new functionality that is outside the scope of the roadmap or functionality described in its documentation.

4. Restrictions. Ownership of the Software and related documentation (“Documentation”) and all intellectual property rights therein shall at all times remain with OpenIAM. This Agreement does not convey to you any ownership interest in or to the Software or Documentation but only a limited license to access and use the Software and Documentation, revocable in accordance with its terms. Customer agrees not to (a) make copies of the Software other than a reasonable number of backups; (b) provide access to the Software to anyone other than employees, contractors, or consultants under written contract with Customer agreeing to be bound by terms at least as protective of OpenIAM as those in this Agreement; (c) sublicense, transfer, assign, distribute to any third party, pledge, lease, rent, or commercially share the Software or any of Customer’s rights under this Agreement (for the purposes of the foregoing a change in control of Customer is deemed to be an assignment); (d) use the Software for purposes of providing a service bureau, including, without limitation, providing third-party hosting, or third-party application integration or application service provider-type services, or any similar services; (e) use the Software in connection with ultrahazardous activities, or any activity for which failure of the Software might result in death or serious bodily injury to Customer or a third party; (f) directly or indirectly, in whole or in part, modify, translate, reverse engineer, decrypt, decompile, disassemble, make error corrections to, create derivative works based on, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Software; or (g) disclose or otherwise make available or disclose any part of the Software, its output or the Documentation to any third party other than as necessary to use the Software as contemplated by the Documentation.

4. Support. During the term of the subscription hereunder, Company agrees to provide maintenance and support services for the Software, which shall include the following (collectively, the “Support”): (i) diagnosis and resolution of Defects; (ii) provision of Bug Fixes; and (iii) provision of Upgrades to the Software, as they become available
   1. Excluded from support: The following are expressly excluded from OpenIAM’s Support services: (i) custom development including but not limited to any development that would constitute an Update or and/or Professional Services, or trouble-shooting issues related to the Customer’s environment; (ii) resolution of Incidents resulting from (A) the improper use, alteration, or damage of the Software by Customer or persons not authorized by OpenIAM; (B) modifications to the Software not provided or approved in writing by OpenIAM; or (C) modifications to hardware, server-side or Customer hosted software or applications or other software not provided or approved in writing by OpenIAM; (iii) resolution of Incidents or damages caused by external forces, including but not limited to computer viruses, power surges, theft, fire, acts of God, or other force majeure event; (iv) support or maintenance of any software that is not the OpenIAM Software

5. Audit. Customer grants OpenIAM and its independent auditors the right to audit Customer's compliance with this Agreement.

6. Copies. The Software is the copyrighted property of OpenIAM or its licensors and is protected by copyright and other laws. You may not copy or transfer to a third party any Software or documentation except as expressly authorized in this Agreement. You shall include all copyright, trademark and other notices and legends on all copies of Software and related Documentation.

7. Disclaimer of Warranty. THE SOFTWARE IS PROVIDED "AS IS". ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED BY OPENIAM AND ITS LICENSORS TO THE EXTENT ALLOWED BY APPLICABLE LAW. NO WARRANTY IS MADE REGARDING THE RESULTS OF THE SOFTWARE OR THAT THE SOFTWARE WILL OPERATE WITHOUT ERRORS, PROBLEMS OR INTERRUPTIONS, OR THAT ERRORS OR BUGS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE'S FUNCTIONALITY WILL MEET CUSTOMER'S REQUIREMENTS. NO OPENIAMIAM DEALER, PARTNER, AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS OR ADDITIONS TO THIS DISCLAIMER OF WARRANTY.

8. Limitation of Liability. IN NO EVENT WILL OPENIAM OR ITS LICENSORS BE LIABLE FOR ANY LOST DATA, LOST REVENUE, LOST PROFITS, DAMAGE TO REPUTATION, BUSINESS INTERRUPTION, OR ANY OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR ANY SIMILAR TYPE DAMAGES ARISING OUT OF THIS AGREEMENT, THE USE OR THE INABILITY TO USE THE SOFTWARE, EVEN IF OPENIAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING ACTIVE OR PASSIVE NEGLIGENCE), BREACH OF WARRANTY, CLAIMS BY THIRD PARTIES OR OTHERWISE, EXCEED THE LICENSE FEE PAID BY CUSTOMER FOR THE SOFTWARE.

THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE ABOVE-STATED REMEDY OR LIMITED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

9. Export. The Software, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Customer agrees to comply strictly with all such laws, and shall obtain any export, reexport, or import authorizations required by the United   States or other applicable jurisdictions. Customer represents and warrants that it is not located in any U.S. embargoed country, under control of, or a national or resident of any such country or on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List.

10. Government Use. If the Customer is an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the Software, or any related documentation of any kind, including technical data or manuals, is restricted in accordance with Federal Acquisition Regulation ("FAR") 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement ("DFARS") 227.7202 for military agencies. The Software is commercial computer software and commercial computer software documentation. Use of the Software and related documentation by the Government is further restricted in accordance with the terms of this Agreement, and any modification thereto.

11. Authority. You hereby represent and warrant that You have full power and authority to accept the terms of this Agreement on behalf of Customer, and that Customer agrees to be bound by this Agreement.

12. Open Source and Third Party Software. If Customer uses any third party software, including open source software, in conjunction with the Software, Customer must ensure that its use does not: (i) create, or purport to create, obligations of use with respect to the Software; or (ii) grant, or purport to grant, to any third party any rights to or immunities under OpenIAM's intellectual property or proprietary rights in the Software. You may not combine the Software with programs licensed under any public license in such a manner that could cause, or could be interpreted or asserted to cause, the Software or any modifications thereto to become subject to the terms of such public license. You may not combine the Software with programs licensed under the GNU General Public License ("GPL") in any manner that could cause, or could be interpreted or asserted to cause, the Software or any modifications thereto to become subject to the terms of the GPL.

13. Term and Termination.
    

13.1          Term. The term of the license granted to you herein shall be the same as the term of this Agreement. The term of this Agreement will begin as soon as your account is activated and will continue until terminated as provided below.

13.2          Termination for Breach. If you breach any provision of this Agreement, including, without limitation, by failing to timely pay any fee or any portion of a fee, then this Agreement shall be deemed to have terminated immediately upon such breach without further notice to you. Notwithstanding the foregoing, in the event of a breach of this Agreement by you, OpenIAM may, according to its sole discretion, not terminate this Agreement but suspend the license granted to you herein for such time as OpenIAM deems reasonable to allow you to cure your breach.   In such event, the license granted to you herein will be reinstated when OpenIAM determines, according to its sole judgment, that such cure has been effected. For the avoidance of doubt, the breach may not be deemed cured if any payment obligations that have accrued during the period of license suspension are not also timely paid.  

13.3          Termination for Convenience. Either you or OpenIAM may terminate this Agreement by providing notice of termination to the other party. If you or OpenIAM terminates this Agreement pursuant to this Section, then termination will be effective upon such notice unless OpenIAM elects to continue the term of this Agreement until the end of the then-current payment period, according to OpenIAM’s sole judgment.

13.4          Payment upon Termination. If the termination of this Agreement is effective prior to the end of the then-current payment period, no portion of the license fee for the then-current payment period will be refunded to you, except as provided in the next sentence. If this Agreement is terminated by OpenIAM providing notice as required herein and the termination is effective prior to the end of the then-current payment period OpenIAM will refund a pro-rated portion of the license fee for the then-current payment period representing the days remaining in such payment period after the effective date of termination.

13.5          Survival. Any provision of this License that by its nature or express terms is intended to survive the termination of this Agreement, including but not limited to those establishing OpenIAM’s rights in the Software and Documentation, limitations of OpenIAM’s liability and your indemnity obligations, will survive the termination of this Agreement.

13.6          Upon termination or Your rejection of the Software, You will, at OpenIAM's option, return or destroy the Software and documentation and shall promptly certify Your compliance with the foregoing in writing.

14. You will indemnify OpenIAM against all liabilities to third parties resulting from Your non-compliance with this agreement. 
    

15. You may not transfer, sublet or assign this Agreement without the prior written consent of OpenIAM, which consent may be withheld for any reason. This Agreement is freely assignable, in whole or in part, by OpenIAM.
    

16. General. If any portion of this Agreement is found to be void or unenforceable, the term will be modified or omitted to the extent necessary and the remaining provisions shall remain in full force and effect. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America, as if performed wholly within the state and without giving effect to the principles of conflict of law. The United Nations Convention on Contracts for the International Sale of Goods is excluded from application hereto. All disputes arising out of or related to this Agreement will have exclusive venue in the federal and state courts of the State of New York, and you agree to the jurisdiction of such courts. The relationship of OpenIAM and Customer established by this Agreement is that of independent contractors, and not principal/agent, employer/employee, partners or joint ventures.