SOTI MobiControl License Agreement.

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (”License”) CAREFULLY BEFORE USING THE SOFTWARE. BY INSTALLING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE. TO SIGNIFY YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE, CLICK THE “AGREE/ACCEPT” BUTTON. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, CLICK “DISAGREE/DECLINE”, DO NOT USE THE SOFTWARE AND PROMPTLY EXIT THE SETUP SOFTWARE AND RETURN ALL ACCOMPANYING ITEMS (INCLUDING WRITTEN DOCUMENTATION) TO THE PLACE YOU OBTAINED THEM FROM.

1. DEFINITIONS
"Device" means any computing device that is compatible with the MobiControl Device Agent.
"Documentation" means the manuals, documentation and other reference materials provided with the Software by SOTI.
"You or Licensee" means the end user of the SOTI MobiControl Software, who agrees on the terms and conditions of this license agreement and to whom this License is granted.
"Software" means the SOTI MobiControl product and the following components:

• SOTI MobiControl Manager
• SOTI MobiControl Package Studio
• SOTI MobiControl Deployment Server
• SOTI MobiControl Device Agent
• SOTI MobiControl Web Console
• SOTI MobiScan

"SOTI" means the licensor of the MobiControl Software with its principal place of business at 30-5155 Spectrum Way, Mississauga, Ontario, Canada, L4W 5A1.

2. PROPRIETARY RIGHTS
The Software, the components and all related Documentation are licensed, not sold, to You by SOTI for use only under the terms of this License. SOTI reserves all rights not expressly granted to You.

The Software, including but not limited to the source code, its components, Documentation, design and structure is the proprietary property of SOTI and is protected by copyright laws and international treaty provisions. Title to the Software, or any copy, modification or merged portion of the Software, shall at all times remain with SOTI.


3. GRANT OF LICENSE
SOTI hereby grants, upon payment of the License fee, You a non-transferable, nonexclusive, worldwide, perpetual right to:
a) install and use the software on the number of Devices this license is purchased for. This is not a concurrent use license for Devices;
b) install and use the MobiControl Manager and MobiControl Package Studio components on as many servers, desktop or notebook computers as You deem necessary;
c) install the MobiControl Deployment Server component on the number of servers this license is purchased for;
d) make one copy of the Software solely for backup or archival purposes; or
e) transfer the Software to a single hard disk or other memory device provided You keep the original solely for backup or archival purposes; or
f) transfer the Software to a single system, which includes a host computer with a hard disk and one Device, provided You keep the original solely for backup or archival purposes. The backup copy must include all copyright information contained in the original. You may not copy the written materials accompanying the Software.


4. MANDATORY ACTIVATION
Activation associates the use of the Software to a specific installation. During activation, the Software will send information about the Software and the installation to SOTI. This information includes the product version, registration code installation ID, and the number of Devices registered in the system. BY USING THE SOFTWARE, YOU CONSENT TO THE TRANSMISSION OF THIS INFORMATION. After the time recommended for activation expires, your rights to use the Software will be limited until the Software is activated. This is to prevent its unlicensed use. You can activate the Software by Internet or telephone. In addition to the initial activation, the Software will periodically and autonomously send the same information stated above to verify the current activation status of the Software. This is to automatically reflect changes to the License for the given installation.

5. LOCATION BASED SERVICES
The Software's location based services ("LBS") can only be used with Devices that are equipped with a GPS receiver that is internal (i.e. "native") to the unit. The LBS feature in the Software is powered by Microsoft's Virtual Earth technology. Therefore, in order to access this third-party system, the product registration code is passed from the MobiControl Software to the SOTI LBS Server, which in turn requests a non-identifying token from Microsoft's Virtual Earth service on behalf of the end user. This LBS is activated separately from the Software and may only be used on the number of Devices this LBS has been activated for; i.e. this is not a concurrent-use LBS for Devices.

6. RESTRICTIONS
Except as and only to the extent expressly permitted in this License and by applicable law, You may not:
(a) transfer, sublicense, lend or rent the Software or use, copy (with the exception of Article 3 d), modify or distribute the Software in whole or part;
(b) decompile, reverse engineer, disassemble, modify, or create derivative works of the Software or any part thereof.

If You do any of the foregoing, your rights under this license will automatically terminate. Such termination shall be in addition and not in lieu of any criminal, civil or other remedies available to SOTI.


7. LIMITED WARRANTY
Except as specifically stated in this License, the Software is provided and licensed "as is" without warranty of any kind, either express or implied, including, but not limited to the implied warranties of merchantability and fitness for a particular purpose. SOTI warrants that the Software will substantially perform the functions or generally conform to the Software's specifications published by SOTI and included in this package.

SOTI does not warrant that the functions contained in the Software will meet your requirements or that the operation of the Software will be entirely error free or appear precisely as described in the Software documentation. SOTI does not guarantee the performance of the software for use under every possible configuration, including but not limited to failure of the Software due to third parties software or the Licensee’s computer network.

If the Software does not substantially perform the functions or generally conform to the Software’s specifications published by SOTI, You may within thirty (30) days of delivery write to SOTI to report a significant defect. If SOTI is unable to correct the defect within ninety (90) days of receiving your report, You may terminate your license and this agreement by returning the Software with the original receipt and your money will be refunded.



8. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SOTI BE LIABLE FOR PERSONAL INJURY, DEATH, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES INCLUDING COSTS ASSOCIATED WITH DATA USAGE OVER COMMUNICATION NETWORKS (E.G. CELLULAR), ARISING OUT OF OR RELATED TO LICENSEES USE OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF SOTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER WILL SOTI BE LIABLE FOR ANY DIRECT DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, ANY ALLEGED OR ACTUAL IMPROPER USE OR INSTALLATION OF THE SOFTWARE BY LICENSEE, ALLEGED OR ACTUAL NEGLIGENT ACTS OR OMISSIONS, WILLFUL MISCONDUCT, FRAUD OR FAILURE OF THE SOFTWARE DUE TO THIRD PARTIES SOFTWARE OR THE LICENSEE’S COMPUTER NETWORK. IN ANY CASE SOTI’S TOTAL LIABILITY SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY LICENSEE FOR THE SOFTWARE WITHIN TWELVE (12) MONTHS PRECEDING THE CLAIM LESS THE AMOUNT PAID FOR SUPPORT AND MAINTENANCE IN THE PERIOD PRECEDING THE CLAIM.


9. INDEMNIFICATION
Either party shall hold harmless the other party including its staff, officers, directors, partners and controlling persons from and against any and all third party claims, arising out of or relating to the indemnifying party's: (i) alleged or actual negligent acts or omissions, willful misconduct or fraud in connection with this Agreement, (ii) alleged or actual breach of this Agreement; (iii) alleged or actual violation of any statute, law, ordinance or regulation, or (iv) alleged or actual infringement of any patent, copyright, trademark, trade secret or other intellectual property or other rights of a third party.

10. MISCELLANEOUS
10.1 Term and Termination. This License is perpetual. Your rights under this License will terminate automatically without notice from SOTI if You fail to comply with any term(s) of this License. Upon the termination of this License, You shall cease all use of the Software and destroy all copies, full or partial, of the Software.
10.2 Applicable law. This License shall be governed by the laws of the Province of Ontario and by the laws of Canada applicable in the Province of Ontario.
10.3 Severability. If any part of this License is found to be illegal, unenforceable, or invalid, the remaining portions of this License will remain in full force and effect.
10.4 Waiver. Neither the failure nor any delay by any Party in exercising any right under this License will operate as a waiver of such right.
10.5 Amendment. This License may only be amended with a signed document that states it is changing this License.
10.6 Notice. Any questions concerning this License should be made in writing to SOTI Inc, 30-5155 Spectrum Way, Mississauga Ontario, Canada attn. Legal/ Contracts or via email to legal@soti.net.

11. PRODUCT SUPPORT AND MAINTENANCE SERVICES
The License includes 12 months of Product Support and Maintenance Services ("Services"). The following Services are included:

• SOTI Technical Support Service
  
  SOTI will provide support by telephone, email and via live remote sessions to Licensee between the hours of 9:00 a.m. and 5:00 p.m. EST, Monday through Friday, excluding Canadian statutory holidays. Support Services include the following:
  o Phone Support Service: +1-905-624-9828 or toll free in North America 1-888-624-9828
  o Email Support Service: support@soti.net
  o Live Remote Support Service


• SOTI Skin Catalogue Service


• SOTI Location Based Service


• Free software upgrades (Major & Minor releases)

Other service options such as 24/7 support can be purchased at an additional cost as needed.
For any additional purchases please contact SOTI via email at sales@soti.net or via phone at +1-905-624-9828 or toll free in North America 1-888-624-9828.

Service Period Co-Termination
The Product Support and Maintenance period for all licenses in the same deployment (i.e. managed through the same MobiControl database) must terminate on the same date.

Whenever additional licenses are purchased You have the option to either: 1) pro-rate the built-in Product Support and Maintenance period of the additional licenses to terminate earlier with the existing service period, or 2) extend the Product Support and Maintenance period of the existing licenses to co-terminate with the Product Support and Maintenance period of the additional licenses. The period for existing licenses must be valid before additional licenses can be purchased.