For the latest version: https://soti.net/media/2234/soti-software-trial-terms-of-use.pdf SOTI MOBICONTROL SOFTWARE TRIAL LICENSE AGREEMENT PLEASE READ THE FOLLOWING SOFTWARE TRIAL LICENSE AGREEMENT (”LICENSE”) CAREFULLY BEFORE USING THE SOFTWARE OR DOWNLOADING THE SOFTWARE UPDATE. THIS LICENSE GOVERNS THE TRIAL USE OF SOTI SOFTWARE. BY INSTALLING THE SOFTWARE, YOU ARE AGREEING TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE AS WELL AS SOTI’S TERMS OF USE AND PRIVACY POLICY PROVIDED FOR ON THE SOTI WEBSITE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE DO NOT INSTALL OR USE THE SOFTWARE AND PROMPTLY EXIT THE SETUP SOFTWARE AND RETURN ALL ACCOMPANYING ITEMS (INCLUDING ALL FORMS OF DOCUMENTATION) TO THE ORIGINAL PLACE OF ORIGIN. 1. SOFTWARE LICENSE During the term, SOTI grants to Licensee and its affiliates a worldwide, royalty-free, non-exclusive license to use any and all software provided to Licensee by SOTI (the “Software”) and any and all documentation delivered to Licensee by SOTI in connection with the Software (the “Documentation”) and to make a reasonable number of copies of the Software and Documentation for archival purposes and as otherwise reasonably necessary to exercise Licensee’s rights hereunder, provided that all copyright and restricted right notices contained therein are reproduced in such copies made by Licensee . Without limiting the generality of the foregoing, Licensee will not: (a) sell, rent, license, lend or otherwise transfer the Software to any other person or entity; or (b) modify, translate, reverse- engineer, decompile or disassemble any of the Software. For the purpose of this Agreement “Affiliate” shall mean any person, corporation, partnership, trust, or other entity, existing or which has yet to exist, that, directly or indirectly, legally or beneficially, owns, is/will be owned by, or is/will be under common ownership with the subject entity or the subject entity’s ultimate parent. For purposes of the foregoing, “own”, “owned”, or “common ownership” means holding ownership of, or the right to vote, fifty percent (50%) or more of the voting stock or ownership interest entitled to elect a board of directors or a comparable managing authority. 2. TERM The term will commence upon the acceptance of this License and will end upon the first of the following to occur: (a) thirty (30) days from the date of accepting this License; (b) Licensee returns the Software to SOTI; (c) the execution of a definitive agreement by both parties regarding the licensing of the Software; (d) either party gives written notice to the other party of termination following any material breach or default under this License by such party that is not cured by such party within ten (10) business days after receipt of notice of such breach or default; or (e) such other date as may be agreed upon by the Parties (the “Term”). Upon any termination of the Term pursuant to (a), (b), (d) or (e) above and upon request by SOTI, Licensee will destroy any and all copies of any Software or Documentation made by Licensee pursuant to this License. 3. USE Licensee may use the Software and Documentation for purposes of testing and evaluating the Software and Documentation. Licensee will not alter any of the Software without SOTI’s prior written consent. 4. DELIVERY SOTI will make the Software and Documentation electronically available for Licensee. Should Licensee execute a definitive agreement regarding the licensing of the Software, SOTI will once again make the Software and Documentation electronically available for download by Licensee as specified in the definitive agreement. 5. OWNERSHIP The Software, including but not limited to the source code, its components, Documentation, design and structure, and any copies thereof is the proprietary property of SOTI or its suppliers and is protected by copyright laws and international copyright treaty provisions as well as other intellectual property laws and treaties. All title and copyrights in and to the Software, or any copy, modification or merged portion of the Software shall at all times remain with SOTI. No rights are granted to Licensee hereunder other than as expressly set forth herein. 6. RESTRICTIONS Licensee shall not (i) permit any third party to access the Software except as permitted herein, (ii) decompile, reverse engineer, disassemble, modify or create derivate works based on the Software, (iii) copy, frame or mirror any part or content of the Software, other than copying or framing on Licensee’s own intranets or otherwise for Licensee’s own internal business purposes, (iv) apply any procedure or process to the Software in order to ascertain, derive, and/or appropriate for any reason or purpose, the source code or source listings for the Software or any algorithm, process, procedure, trade secret information contained in the Software, (v) intentionally interfere with or disrupt the integrity or performance of the Software or third-party data contained therein , or (vi) access the Software in registration to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Software. If Licensee does any of the foregoing, rights granted 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 and/or its suppliers. 7. THIRD PARTY SOFTWARE Unless indicated as otherwise, third party software is available on the Software and is not required or necessary for the use of the Software. Except as explicitly stated within this Agreement, any third party software is provided “AS IS” or “AS AVAILABLE”, with no warranties of any kind. Any third party software sublicense will terminate when this Agreement terminates, when the Licensee terminates, or when the Software is no longer being used by the Licensee. The Licensee shall not decompile, reverse engineer, adapt, translate, disassemble, modify, or create derivative works of the third party software, which shall be subject to the same restrictions as those set forth with respect to the Software within this Agreement.8. SUGGESTIONS AND FEEDBACK Licensee may, from time to time, provide SOTI with suggestions, enhancement requests, recommendations or other feedback relating to the operation of the Software (the “Feedback”). Licensee hereby grants SOTI a royalty-free, worldwide, non-exclusive, transferable, sub licensable, irrevocable, perpetual license to use or incorporate the Feedback into the Software provided that (i) information identified by Licensee as confidential shall not be considered “Feedback” hereunder, and (ii) all Feedback is provided to SOTI “AS IS” and without warranty of any kind, express or implied, and under no circumstances shall Licensee have any liability whatsoever to SOTI or any third party with respect to the Feedback or the usage thereof. 9. MAINTENANCE Under best efforts, SOTI will provide or arrange for all maintenance of the Software. Licensee will not permit anyone other than SOTI or SOTI’s agents to repair the Software without the prior approval of SOTI. SOTI is under no obligation to provide technical support under the terms of this License, and provides no assurance that any specific errors or discrepancies in the Software will be corrected. 10. WARRANTY SOTI warrants that it has the full right, power and authority to grant all rights and licenses described in this License. SOTI further warrants that the Software and Documentation, and all other items and materials delivered to Licensee under this License do not and will not violate, misappropriate or infringe any patent, copyright, trademark, trade secret or other proprietary right of any third party, whether arising under the laws of Canada or any other nation, state or jurisdiction (the “Proprietary Right”). 11. DISCLAIMER Except where expressly provided for otherwise in this License, SOTI’s website, Software, and all content provided on or through the SOTI’s website are provided "as is" and “as available” basis. SOTI expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose, SOTI’s website and all content provided on or through the SOTI’s website. 12. 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 License; (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. 13. MISCELLANEOUS 13.1 High Risk Activity. THE SOFTWARE MUST NOT BE USED FOR ANY HIGH RISK OR STRICT LIABILITY ACTIVITY. REAL TIME LOCATION DATA ACCESSED VIA THE SOFTWARE MAY BE INACCURATE OR INCOMPLETE. LICENSEE’S USE OF THIS SOFTWARE IS AT ITS SOLE RISK. Licensee shall not use the Software for, including, without limitation, nuclear energy equipment, air or space traffic control, the operation of critical communication system, public transportation control, life support devices, or other ultra-hazardous uses where failure of the Software to perform would be reasonably expected to cause deaths, injuries or severe physical property or environmental losses. Any attempt to do so shall be deemed as a material breach under this License. 13.2 Applicable Law. This License shall be governed by and construed under the laws of the Province of Ontario, Canada. Each party irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to the service of process by mail or in any manner permitted by applicable law and consents to the jurisdiction of the courts of the Province of Ontario, Canada. 13.3 Amendments & Severability. This License may not be amended or modified unless in writing, as mutually agreed and signed, by both SOTI and the Licensee. If any provision of this License is found to be invalid or unenforceable to any extent, then the invalid portion shall be deemed conformed to the minimum requirements of law to the extent possible. In addition, all other provisions of this License shall not be affected and shall continue to be valid and enforceable to the fullest extent permitted by law. 13.4 Assignment. This License, including any rights, or obligations under this License, may not be assigned or otherwise transferred by the Licensee to any other person, corporation or similar entity without the prior written consent of SOTI and any attempt to do so in violation of the terms hereof shall be null and void. 13.5 No Third Party Beneficiaries. This License is for the benefit of the Licensee and SOTI and does not provide any third party the right to enforce it or to bring an action for any remedy, claim, liability, reimbursement or cause of action or any other right or privilege. 13.6 Language. In the event SOTI or another party has provided the Licensee with a translation of this License from the English language to another language, the Licensee agrees that such translation is provided for convenience only; that the English version of this Agreement governs the relationship between SOTI and the Licensee; and, if there is any conflict between the English version of this Agreement and the translated version, the English version shall take precedence. All disputes under this Agreement shall be resolved in the English language. 13.7 Waiver. Neither the failure nor any delay by SOTI in exercising any right under this License will operate as a waiver of such right