CONFIDENTIAL

SolarWinds Technology Not for Resale License Agreement

This Technology Not for Resale Agreement ("Agreement") is between SolarWinds Worldwide, LLC ("SolarWinds") and the user ("Partner") of SolarWindsProducts (defined below). Upon acceptance of this Agreement and compliance with the terms and conditions herein, SolarWinds will provide Partnerone copy of the SolarWinds Product. The licensewill begin on the date that Partner accepts this Agreement and will terminate within one year of such acceptance (the “Term”).

  1. License Grant.

SolarWinds Products. Subject to the terms and conditions of this Agreement, SolarWinds grants to Partner, and Partner accepts a non-exclusive, non-transferable right during the Term to use theSolarWinds products (“SolarWinds Product(s)”) solely for internal testing, evaluation,validation, integration, and compatibility purposessubject to the terms and conditions herein, including the terms and conditions of the End User License Agreement (“EULA”) applicable to the SolarWinds Products, which is incorporated herein by reference. Partner shall not (a) use SolarWinds Products to provide managed services to another party, or (b) sell, sublicense, assign or transfer SolarWinds Product licenses to any other party. Any maintenance for the SolarWinds Products may be purchased from SolarWinds at then current list prices.

Retained Rights. Partner’s rights in the SolarWinds Products are limited to those license rights expressly granted under this Agreement. Except with the prior written consent of SolarWinds, Partner shall not (a) modify the SolarWinds Productsin any manner, or(b) use the SolarWinds Products in any manner or for any purpose not specifically permitted by this Agreement (such restriction shall apply, without limitation, to Partner’s internal, non-revenue producing or production use). Partner acknowledges that the SolarWinds Products and related intellectual property are the exclusive property of SolarWinds, and Partner will not (nor permit any third party to) assert any claim of ownership to any SolarWinds Product or related intellectual property. SolarWinds shall own and retain all right, title, and interest in the SolarWinds Productsand all intellectual property rights inherent therein, including without limitation all changes and improvements requested or suggested by Partner, notwithstanding any use of terms such as "purchase", "sale" or the like within this Agreement. Partner agrees that its use of the SolarWinds Productswill be to facilitate its use of license rights and satisfaction of its obligations under this Agreement. Should Partner use the SolarWinds Products for any other purpose (including Partner's internal or production use), Partner agrees to report such use to SolarWinds, pay the applicable fee (on a pro-rata basis) for any past use, and to enter into an agreement to purchase a subscription for the SolarWinds Products. All use of the SolarWinds Productsby Partner under this Agreement will inure solely to the benefit of SolarWinds. Any unauthorized use of the SolarWinds Productswill be deemed to be a material breach of this Agreement.

  1. Warranty, Liability. SolarWinds does not provide any warranty with respect to the SolarWinds Products provided under this Agreement. THE SOLARWINDS PRODUCTSARE PROVIDED TO PARTNER "AS IS" AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THIS IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY SOLARWINDS (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT.In all events and circumstances SolarWinds’ total aggregate liability incurred in connection with this Agreement shall be limited to the Partner’s direct damages in an amount not to exceed the amount Partner paid SolarWinds under this Agreement.Partner acknowledges and agrees that in no event whatsoever will SolarWinds have liability of any kind for any incidental, consequential, special, or punitive damages.
  1. Indemnification.Partner will indemnify and defend SolarWinds against any claims, actions, or demands relating to partner’s breach of this Agreement.
  1. Governing Law/Consent to Jurisdiction. The validity, interpretation and enforcement of this Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Partner hereby consents to federal jurisdiction in either state or federal court in Texas.
  1. Compliance with Laws. SolarWinds may supply Partner with technical data that may be subject to export control restrictions. SolarWinds shall not be responsible for compliance by Partner with applicable export obligations or requirements for such technical data. Partner agrees to comply with all applicable export control restrictions, and Partner agrees to further comply with all applicable laws in the performance of its obligations under this Agreement.
  1. Complete Agreement. This Agreement constitutes the complete contract between the parties and supersedes all prior or contemporaneous communications, agreements and understanding, written or oral, including without limitation, purchase orders, with respect to the subject matter hereof. This Agreement shall not be amended or modified except in a writing signed by authorized representatives of each party.
  1. Survival. Any provision of this Agreement, which may reasonably be expected to survive its termination, including but not limited to, Warranty,Liability;Indemnification; Governing Law/Consent to Jurisdiction; Compliance with Laws; and Complete Agreement, shall survive the termination of this Agreement.

IN WITNESS WHEREOF, the Partner has executed this AGREEMENT by its duly authorized representative on the respective date entered below.

ACCEPTED AND AGREED TO:

PARTNER
Entity Name: ______

By: ______

Name: ______

Title: ______

Date: ______

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