Matrix Learning Systems (MLS) and Information Systems Audit and Control Association (ISACA)

SOFTWARE LICENSE AND DATABASE AGREEMENT

1. LICENSE OF SOFTWARE AND DATABASE.

The Software and Database is licensed, not sold, to You. Technical support will be provided for a period not
to exceed one year after the effective date of this license. MLS and ISACA grant You the single user, a
nontransferable, nonexclusive license to use the Software and related Database solely to operate the
Software on one computer at a time to process the Database provided with the Software; and

MLS and ISACA grant the nontransferable, nonexclusive license as follows:

(a) Individual License - one nontransferable user for the duration of the license period;

Any copy of any Software made by You will be the property of MLS and is subject to this Agreement. Any
copy of the Database made by You will be the property of ISACA and is subject to this Agreement. This
license will terminate automatically if You use or permit the use of the Software and/or Database in any
manner not permitted by this Agreement. In the event of such termination, You will immediately return to
MLS or destroy the package and all instances of the software and database.

You will not: (i) modify any Software and/or Database other than for Your own use in accordance with this
Agreement; (ii) disassemble, reverse engineer, decompile or otherwise attempt to discover the source code
to any Software; (iii) translate or create any derivative work based on any Software and/or Database; (iv)
disclose, publish, sub-license, sell, lend, rent, lease, or transfer any Software and/or Database; (v) copy or
reproduce any Software, except as permitted under (b) above; (vi) operate any Software to process data for
anyone else; (vii) operate any Software on more than one computer at a time.

2. PROPRIETARY RIGHTS.

The Software and Database involve valuable copyright, trade secrets, trademark, and other proprietary
rights of MLS and/or ISACA. MLS and ISACA reserves all such rights. No title to or ownership of the
Software and/or Database is transferred to You. You will not infringe, and will take appropriate steps for the
protection of, such rights. You will not remove, obscure or alter any notice of copyright, trademark, trade
secret or other proprietary rights relating to or appearing anywhere on any of the Package. MLS and/or
ISACA may at any time replace, modify, enhance, or otherwise change any of the software or database.
You will not authorize anyone else to do anything prohibited by this Agreement.

3. LIMITED WARRANTIES AND REMEDIES.

MLS and ISACA warrants that upon delivery by MLS or ISACA:

(a) the medium on which the Software and Database is furnished will be free from defects in materials and
workmanship; (b) the Software and Database perform substantially in accordance with their specifications
published by MLS and ISACA; and (c) the Software and Database does not infringe any U.S. patent,
copyright, trademark or mask work. MLS and ISACA do not warrant that the Software is free from all bugs,
errors and omissions. This warranty gives You specific legal rights, and You may also have other rights that
vary from state to state. If any item of Software and Database fails to comply with the warranties set forth in
(a) or (b) above, MLS will use reasonable efforts to correct the noncompliance (e.g., by furnishing a
modification or replacement); provided that (i) You return the item together with a copy of Your paid invoice
to MLS (c/o CISA/CISM Technical Support at the MLS address set forth in the documentation included in
this Package) or to an authorized MLS dealer within the applicable Warranty Period and (ii) MLS is able to
reproduce the noncompliance on the Computer for which the item was designed. If after the expenditure of
such reasonable efforts MLS is unable to correct the noncompliance, MLS may refund You an equitable
portion of the compensation paid by You for this Package, in which event such refund may be in full
satisfaction of all Your claims relating to such noncompliance. If any of the Software and Database fails to
comply with the warranty set forth in (c) above, MLS will defend and indemnify You against any claim
asserted in any judicial proceedings against You based on such noncompliance, provided that You notify
MLS of such proceeding promptly after You receive notice thereof, MLS has exclusive control over the
defense and settlement of the proceeding, and You provide such assistance in defense and settlement
(including compliance with any court order or settlement) of the proceeding as MLS may reasonably request.
EXCEPT AS SPECIFICALLY SET FORTH IN THIS LIMITED WARRANTY, MLS AND ISACA WILL HAVE NO
OBLIGATION OR BE LIABLE FOR ANY: (A) BUG, ERROR, OMISSION, DEFECT, DEFICIENCY OR
NONCONFORMITY IN ANY SOFTWARE, HARDWARE, OR DATABASE; (B) IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AFTER EXPIRATION OF THE
APPLICABLE WARRANTY PERIOD; (C) IMPLIED WARRANTY ARISING FROM COURSE OF
PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE AFTER EXPIRATION OF THE
APPLICABLE WARRANTY PERIOD; (D) CLAIMOF INFRINGEMENT; (E) CLAIM IN TORT WHETHER OR
NOT ARISING IN WHOLE OR IN PART FROM MLS's FAULT, NEGLIGENCE, STRICT LIABILITY
ORPRODUCT LIABILITY; OR (F) CLAIM FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES, COVER OR ANY LOSS OF DATA, PROFIT REVENUE OR USE. SOME
STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS OR
EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE AND
FOLLOWING LIMITATIONS MAY NOT APPLY TO YOU.

4. LIMITATIONS OF LIABILITY.

MLS's and ISACA’s liability (whether in tort, contract or otherwise; and notwithstanding any fault, negligence,
strict liability or product liability of MLS) with regard to the Package will not in any event exceed the
compensation paid by You for this package.

5. ENTIRE AGREEMENT.

This Agreement and any attached Appendix constitutes the entire Agreement and supersedes any and all
prior agreements between MLS, ISACA and You with regard to the Software and Database and any other
items contained in this Package. No amendment, modification, or waiver of this Agreement will be valid
unless set forth in a written instrument signed by the party to be bound thereby.

6. DEFINITIONS.

"MLS" means Matrix Learning Systems, Inc. “ISACA” means Information Systems Audit and Control
Association, "You" means, and "Your" refers to, any person or entity that acquires or uses this Package.
"Computer" means a computer consisting of a single central processing unit, one keyboard, and one video
display terminal. "Software" means the computer programs contained in this Package (including, but not
limited to, codes, techniques, software tools, formats, designs, methods, processes, know-how and ideas);
any and all copies, modifications, upgrades, enhancements, and new releases thereof made or acquired by
You. "Database" means all content and supplementary information contained in the software. "Package"
means the Software – either CD-ROM format or web download, Database and other items accompanying
this Agreement. "Warranty Period" means the period commencing on the date this Package is delivered to
You by MLS and/or ISACA or an authorized MLS dealer and ending 90 days thereafter.

7. U.S. GOVERNMENT RESTRICTED RIGHTS.

This is Commercial Computer Software. Thus, the U.S. Federal Government only obtains the rights to use
this Software and Database stated in this software license or in any addendum thereto.

48 C.F.R. 12.212; 48 C.F.R. 227.7202-3. The contractor/manufacturer is Matrix Learning Systems, 7991
Shaffer Pkwy., Ste. 100, Littleton, CO 80127, USA.