EVALUATION LICENSE AGREEMENT

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING, INSTALLING, OR OTHERWISE USING HUD
TECHNOLOGY INC’S ("HUD") SOLUTION (AS DEFINED BELOW), YOU ACCEPT ALL OF THE TERMS OF THIS
EVALUATION LICENSE AGREEMENT ("AGREEMENT"). IF YOU DO NOT AGREE TO THE TERMS OF THIS
AGREEMENT, DO NOT USE THE SOLUTION. ANY INSTALLATION, ACCESS TO OR USE OF THE SOLUTION IS
AND SHALL BE, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.
HUD MAY UNILATERALLY CHANGE OR ADD TO THE TERMS OF THIS AGREEMENT AT ANY TIME. YOU
SHOULD CHECK THIS AGREEMENT PERIODICALLY AND REVIEW CHANGES TO THE TERMS OF THE
AGREEMENT. BY CONTINUING TO USE THE SOLUTION FOLLOWING SUCH MODIFICATIONS, YOU AGREE
TO BE BOUND BY SUCH MODIFICATIONS.

1. Grants of Rights. Subject to the terms and
conditions of this Agreement, Hud grants You, a
non-exclusive, revocable, non-transferable,
non-sublicensable right to use the Hud's proprietary
solution ("Solution"), as integrated with the Your
proprietary source code ("Your Code") during the period
of 180 days ("Term"), for internal use solely for the
purpose of evaluating the performance of the Solution.

2. Limitations on Use. You shall not (i) copy,
reproduce, sell, license (or sub-license), lease, loan,
assign, transfer, or pledge the Solution or any part
thereof, or otherwise permit any third party to do any of
the foregoing; (ii) modify, disassemble, decompile,
reverse engineer, revise or enhance or create any
derivative works or otherwise merge or utilize all or any
part of the Solution with or into any third party materials
or components or attempt to access or discover the
Solution’s source code; (iii) Use the Solution for
timesharing or service bureau purposes or otherwise
rendering the Solution publicly available; and (iv) export
the Solution or any component thereof or use the
Solution in violation of any export laws.

3. Ownership. Notwithstanding any other
provision to the contrary, the Solution, and all
improvements, enhancements, Feedback and derivatives
thereof and all Intellectual Property Rights in connection
therewith ("Hud IPR") are exclusively owned by Hud
and/or its licensors. This Agreement does not convey to
You any right, title or interest in the Hud IPR.
"Intellectual Property Rights" shall mean any and all
worldwide, whether registered or not (a) patents, patent
applications and patent rights; (b) rights associated with
works of authorship, including copyrights, copyrights
applications, copyrights restrictions, mask work rights,
mask work applications and mask work registrations; (c)
rights relating to the protection of trade secrets and
confidential information; (d) trademarks, trade names,
Solution marks, logos, trade dress, goodwill and
domains; (e) rights analogous to those set forth herein
and any other proprietary rights relating to intangible
property; and (f) divisions, continuations, renewals,
reissues and extensions of the foregoing (as applicable)
now existing or hereafter filed, issued, or acquired.
"Feedback" means any ideas, suggestions, questions,
feedback materials, or comments you provide Hud in
connection with the Services and/or the Solution.

4. Confidential Information. Each party agrees to
protect either party's non-public and/or proprietary
information which by the nature and the circumstances,
should reasonably be understood by receiving party as
confidential ("Confidential Information"). Each party
agrees to protect the Confidential Information with the
highest degree of care and keep confidential and not
disclose, disseminate, allow access to or use any
Confidential Information except as required for the
provision of this Agreement. Either party shall restrict
disclosure of Confidential Information to those of its
employees with a reasonable need to know such
information and which are bound by written
confidentiality obligations no less restrictive than those
set out herein. Your Data constitutes Your Confidential
Information. Hud IPR constitutes Hud's Confidential
Information.

5. Your Data. You hereby grant to Hud a limited,
worldwide, non-exclusive, royalty-free license to access,
copy, analyze, monitor, use and process the information
that is generated by the Solution directly through Your
Code and its related production environment such as:
function invocation data, error data, server and
workload information and function signatures or other
("Your Data") in order to provide the Solution. You shall
obtain applicable consents required by privacy
protection laws in connection with its use of the
Solution.

6. Disclaimer of Warranty. THE SOLUTION IS
PROVIDED “AS IS”, WITHOUT ANY WARRANTIES OF ANY
KIND. HUD DISCLAIMS ALL WARRANTIES, EITHER
EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED
TO IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE OR USE, SECURITY
AND NON-INFRINGEMENT. HUD DOES NOT WARRANT
THAT THE SOLUTION WILL BE UNINTERRUPTED OR
ERROR-FREE; OR THAT ERRORS/BUGS ARE
REPRODUCIBLE OR THAT ERRORS/BUGS ARE REPAIRABLE
AND DOES NOT WARRANT OR MAKE ANY
REPRESENTATIONS REGARDING THE USE OR THE
RESULTS OF THE USE OF THE SOLUTION IN TERMS OF
THEIR CORRECTNESS, USEFULNESS, ACCURACY,
RELIABILITY, OR OTHERWISE.

7. Limitation of Liability. THE PARTIES SHALL
NOT BE LIABLE UNDER ANY LEGAL THEORY WHETHER
CONTRACT, TORT OR OTHERWISE, FOR ANY DAMAGES
WHATSOEVER (INCLUDING, WITHOUT LIMITATION,
INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT,
SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES,
INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS,
BUSINESS INTERRUPTION, LOSS OF INFORMATION, LOSS
OF DATA INCLUDING ARISING OUT OF THE USE OF OR
INABILITY TO USE THE SOLUTION OR OTHER PECUNIARY
LOSS) UNDER THIS AGREEMENT EVEN IF ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. HUD'S TOTAL AND
AGGREGATE LIABILITY IN CONNECTION WITH THIS
AGREEMENT SHALL NOT EXCEED ONE THOUSAND US
DOLLARS ($1,000).

8. Term and Termination. Either Party may
terminate this Agreement upon written notice to the
other Party if such other Party materially breaches this
Agreement and fails to completely cure such breach
within fourteen (14) days after receipt of said notice of
such breach. Upon termination or expiration of this
Agreement You shall cease use of the Solution and either
Party shall immediately return to the other all
Confidential Information in any media and shall erase all
copies of the Solution. Notwithstanding the termination
or expiration of this Agreement, Sections 2-7, and 9-10
shall survive and remain in effect in perpetuity.

9. Governing Law & Jurisdiction. This Agreement
is governed by the laws of Israel without regard to
conflict of laws provisions thereof. The courts of Tel Aviv,
Israel, shall have exclusive jurisdiction and venue to
adjudicate any dispute arising out of this Agreement and
both parties hereby irrevocably submit to the exclusive
jurisdiction of those courts.

10. General. (i) The Agreement and its Exhibits are
the entire agreement between the Parties in respect of
the subject matter herein; (ii) Hud may assign this
Agreement, in whole or in part, in its sole discretion. You
may not assign or otherwise transfer this Agreement or
any of Your rights and obligations under this Agreement
to any third party without the prior written consent of
Hud. Any unauthorized assignment will be void and of no
force or effect; (iii) unless otherwise expressly provided,
no provisions of this Agreement are intended or shall be
construed to confer upon or give to any person or entity
other than You and Hud, its affiliates and successors or
assignees any rights, remedies or other benefits under or
by reason of the Agreement; and (iv) no failure or delay
of a Party in exercising any right, power or remedy shall
operate as a waiver thereof.
