This License between Gatespace Networks, Inc. (hereafter “Gatespace”) a Delaware corporation, with a place of business at 9956 W. Remington Place Unit A10, Suite 121, Littleton, CO 80128-6733, USA and the purchaser (hereafter “Company”) is effective when the Company pays the license fee. This License only applies to the executable code for the Gatespace Test ACS software and associated materials. SECTION 1: SCOPE OF LICENSE Subject to the terms below, Company is hereby licensed by Gatespace Networks, Inc. (“Gatespace”) to use the Test ACS software for internal purposes. The Test ACS will support the registration and testing of up to 100 devices. Subject to all of the terms of this License, Company may, install an exact copy of Test ACS software on one host computer system for internal use only. Such computer system with Test ACS software may not be sold or otherwise made available to third parties. For purposes of the foregoing, an “exact copy” of Test ACS software means a copy that is identical, at the time Company installs the copy, to the Gatespace distribution file. Company is specifically prohibited from distributing copies of the Test ACS software with other products of any kind, commercial or otherwise, without prior written permission from Gatespace. All rights of any kind in Test ACS software which are not expressly granted in this License are entirely and exclusively reserved to and by Gatespace. Company may use Test ACS software solely as expressly provided in this License. Gatespace Test ACS software is protected by the United States copyright laws and other applicable national and international laws and treaties. Company may not rent, lease, sublicense, modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on Test ACS software, in whole or in part, nor permit anyone else to do so. Company may not make access to Test ACS software available to others in connection with a service bureau, application service provider, or similar business, nor permit anyone else to do so. The license granted hereunder includes no rights in or to the source code version of Test ACS software. SECTION 2: WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS Test ACS, and any and all accompanying software, files, data and materials, are distributed and provided “AS IS” and with no warranties of any kind, whether express or implied, including, without limitation, any warranty of merchantability or fitness for a particular purpose. Neither Gatespace nor any of its affiliates or licensors warrant, guarantee, or make any representations regarding the use of, or the results of the use of, evaluation version of Test ACS software. Neither Gatespace nor any of its affiliates or licensors warrants that the operation of the evaluation version of Test ACS software will be uninterrupted or error-free, or that the use of any passwords and/or encryption features will be effective in preventing the unintentional disclosure of information contained in any file. Company acknowledges that good data processing procedure dictates that any program, including Test ACS, must be thoroughly tested with non-critical data before there is any reliance on it, and Company hereby assume the entire risk of all use Test ACS software covered by this License. This disclaimer of warranty constitutes an essential part of this License. Except to the extent expressly prohibited by applicable statutes, Gatespace, its affiliates or licensors shall not be liable for any damage or financial loss arising out of the use of, or inability to use Test ACS software. Except to the extent expressly prohibited by applicable statutes, in no event shall Gatespace, or its principals, shareholders, officers, employees, affiliates, licensors, contractors, subsidiaries, or parent organizations, be liable for any direct, indirect, incidental, consequential, special, or punitive damages whatsoever relating to the use of Test ACS software, or to your relationship with Gatespace, its affiliates or licensors (including, without limitation, loss or disclosure of data or information, loss of profit, revenue, business opportunity or business advantage, or business interruption), whether based upon a claim or action of contract, warranty, negligence, strict liability, contribution, indemnity, or any other legal theory or cause of action, even if advised of the possibility of such damages. SECTION 3: INDEMNIFICATION At Company’s own expense, Company shall indemnify, defend, and hold harmless Gatespace, its affiliates and licensors, and their directors, officers, trustees, shareholders, employees, agents, successors and assigns from and against any and all claims, expenses, losses, damages, costs, liabilities and judgments, including without limitation reasonable attorneys’ fees and expenses, arising out of or relating to any claim resulting from or related to: (i) any use by Company of Test ACS software other than as expressly allowed by this License or in a manner inconsistent with any accompanying documentation; (ii) any breach of this License by Company; or (iii) any violation of applicable law by Company, Company’s directors, officers, trustees, shareholders, employees, subsidiaries, agents, successors and assigns. SECTION 4: PROPRIETARY INFORMATION Test ACS software, including, without limitation, the information included in its accompanying distributable files, data and materials and know-how embodied in software, is confidential and trade secret information (the “Proprietary Information”) that is proprietary to and solely owned or licensed by Gatespace, together with all related copyrights and trademarks relating thereto. Company agrees to maintain the Proprietary Information in strictest confidence for the benefit of Gatespace and its licensors. Company shall not sell, license, publish, display, distribute, disclose, or otherwise make available or allow to be made available the Proprietary Information to any third party nor use such Proprietary Information except as authorized by this License. The obligations under this paragraph shall survive any termination or cancellation of the License. SECTION 5: ARBITRATION AND CHOICE OF LAW The parties shall settle any controversy arising out of this license agreement by arbitration in Colorado Springs, Colorado. It is understood and agreed that any and all claims, disputes, and controversies (hereafter collectively referred to as a “claim” or collectively as “claims”) arising out of, or in connection with, or relating in any way to the license or any service or support shall be resolved exclusively by binding arbitration, in accordance with the National Arbitration Forum Code of Procedure, which is hereby incorporated into this agreement, and not by a lawsuit or resort to court process. The only exception to the arbitration requirement shall be in the event Gatespace seeks injunctive relief as described in Section 8 of this License. The arbitrator may award attorneys’ fees and costs as part of the award. The award of the arbitrator shall be binding and may be entered as a judgment in any court of competent jurisdiction. This License shall be governed by the laws of the State of Colorado except to the extent the laws of the state of Colorado are preempted by the Federal Arbitration Act, 9 U.S.C. Sections 1-16. The requirement to arbitrate shall inure to the benefit of and bind the parties, their successors, and assigns, including without limitation the agents, employees and servants of Gatespace, and all persons whose claim is derived through or on behalf of the Company, including any legal representative, administrator, or successor-in-interest of the Company. SECTION 6: THIRD PARTY BENEFICIARIES There are no third-party beneficiaries of any promises, obligations, or representations made by Gatespace herein. SECTION 7: WAIVER Any waiver by Gatespace of any violation of this License by Company shall not constitute, nor contribute to, a waiver by Gatespace of any other or future violation by Company of the same provision, or any other provision, of this License. SECTION 8: INJUNCTIVE RELIEF AND LIQUIDATED DAMAGES Company acknowledges and agrees that monetary damages alone would not be an adequate remedy in the event of a material breach by Company of Company’s obligations or agreements under this License and that, in such event, Gatespace or any of its affiliates shall be entitled to injunctive relief to require Company to comply with its obligations hereunder. Any remedy available under this License shall be cumulative and not exclusive of any other remedy available to Gatespace or any of its affiliates under this License, at law or in equity. In the event Company rents, leases, sublicenses, modifies, translates, reverse engineers, decompiles, disassembles, or creates derivative works based on Test ACS software, in whole or in part, or permits anyone else to do so, Company agrees to pay Gatespace a liquidated damages in the fixed amount of $100,000.00 plus $5.00 for each copy of the software distributed in breach of this agreement. SECTION 9: SEVERABILITY If any part of this License or the application thereof to any person or circumstance is for any reason held invalid or unenforceable, it shall be deemed severable, and the validity of the remainder of this License, or the applications of such provision to other persons or circumstances, shall not be affected thereby. SECTION 10: ENTIRE AGREEMENT This License is the complete statement of the agreement between the parties on the subject matter, and supersedes all other or prior understandings, agreements, and arrangements. Any modification to this agreement shall be made in writing, dated, and signed by both parties.