IQSUITE.cloud™ - SOFTWARE AND SERVICES LICENSE AGREEMENT IMPORTANT - READ CAREFULLY This License Agreement ("AGREEMENT") is a legal agreement between you (either an individual or a single entity) and iPulse Systems (Proprietary) Limited, a company registered in accordance with the laws of South Africa, and iPulse Systems, Inc a company registered in accordance with the laws of the United States – collectively known as IPULSE, for computer software and cloud services which may include the following software products: IQSuite.cloud – People & Device Management Software with Reporting, including cloud-based database, API and log in services. VisitorIQ.cloud – Visitor Management & Access Control Software and may include associated media, printed materials, and "online" or electronic documentation (collectively, the "SOFTWARE"). The SOFTWARE also includes any updates and supplements to the original SOFTWARE provided to you by IPULSE. By installing, copying, downloading, accessing or otherwise using the SOFTWARE, you agree to be bound by the terms of this AGREEMENT. If you do not agree to the terms of this AGREEMENT, promptly return the SOFTWARE to IPULSE. The SOFTWARE is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE is licensed, not sold. GRANT OF LICENSE This AGREEMENT grants you the following rights: You may install, use, access, display, run, or otherwise interact with ("RUN") as many copies of the SOFTWARE on any number of computers, workstations or other digital electronic devices ("COMPUTER") as required. You are not limited in any way to the number of devices that can access your database or API, be those COMPUTER’s or physical access devices. All rights not expressly granted are reserved by IPULSE. COPYRIGHT All title and copyrights in and to the SOFTWARE (including but not limited to any images and text), any accompanying printed materials, and any copies of the SOFTWARE are owned by IPULSE. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. LIMITED WARRANTY IPULSE warrants that a) the SOFTWARE will perform substantially in accordance with any accompanying written or "online" materials for a period of sixty (60) days from the date of receipt, and b) IPULSE will make commercially reasonable efforts to solve any problem issues. To the extent allowed by applicable law, implied warranties on the SOFTWARE, if any, are limited to sixty (60) days. c) the SOFTWARE is provided on an “as is” and “as available” basis. CUSTOMER REMEDIES IPULSE’s entire liability and your exclusive remedy shall be, at the discretion of IPULSE, either a) return of the price paid, if any, or b) repair or replacement of the SOFTWARE. This Limited Warranty is void if failure of the SOFTWARE has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. DISCLAIMER To the maximum extent permitted by applicable law, IPULSE disclaims all other warranties and conditions, either express or implied, including, but not limited to, implied warranties of performance, merchantability, fitness for a particular purpose, title, and non-infringement, with regard to the SOFTWARE, and the provision of or failure to provide support services. You bear all risk relating to quality and performance of the SOFTWARE. You assume complete responsibility for the selection and installation of the SOFTWARE. This Limited Warranty gives you specific legal rights, and you may have other rights that vary among jurisdictions. SUPPORT AGREEMENT IPULSE SOFTWARE are NOT SUPPLIED with a support agreement. Any arrangements in this regard need to be made directly with the company doing the installation, and any terms & conditions pertaining to the service level agreements are between the USER and the SUPPLIER, and not IPULSE. However, any user who has a paid up license may access the IPULSE support portal free of charge at SUPPORT.IPULSE.CLOUD. This usage is limited only by a fair use policy. SUBSCRIPTION AGREEMENT At your option, and subject to the terms and conditions of this AGREEMENT, you have purchased a yearly subscription contract. Without limiting the generality of the foregoing, the following terms shall apply to support subscription agreements: a) Your first year of subscription, unless specifically stated otherwise as part of a promotional deal or offer, is included with the initial purchase price. The date of commencement of this first year will be the date of purchase of the SOFTWARE, regardless of when the SOFTWARE is installed or ACTIVATED, as per the original invoice from your supplier. b) Subscription, which takes the form of an automatic update, will only be offered to customers who have active, registered versions of the SOFTWARE which are up to date and valid. c) Subscriptions include all version upgrades issued during the period of the paid subscription for the applicable edition licenses being supported, as well as all services defined as part of a standard support contract agreement the section above. Subscriptions also include all hosting fees on Microsoft Azure, and licensing of related applications such as Microsoft SQL Server required to run your SOFTWARE. Support subscriptions DO NOT include any consultation for the development of custom programming and reports, or any support for custom programming and reports. d) On conclusion of the first year, you will be prompted with the option to renew your annual subscription contract agreement for a fee. The fee shall be based on your initial subscription fee level and charges, which may increase by CPIX related amounts each year at the discretion of IPULSE. However, you annual fee level may also be adjusted up or down depending on your usage of the system, and based on the terms of use as posted on the IPULSE web site from time to time. Payment may be rendered using any standard payment method accepted as posted on the IPULSE web site www.ipulsesystems.com, or www.iqsuite.cloud. e) Failure to renew this contract or update your details will NOT invalidate your right to use the SOFTWARE, nor will it uninstall your current version of software. However, you will no longer receive automatic updates, upgrades and bug fixes, and your access to your online database and hosted server will be removed. LIMITATION OF LIABILITY To the maximum extent permitted by applicable law, in no event shall IPULSE (including its employees and/or subcontractors) be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the SOFTWARE, access the auto-update site, loss of data, the sustainability of the database, or the provision of or failure to provide support services, even if IPULSE has been advised of the possibility of such damages. In any case, IPULSE’s entire liability under any provision of this AGREEMENT shall be limited to the amount actually paid by you for the SOFTWARE. GOVERNING LAW This Agreement shall be construed and interpreted in accordance with the Laws of the Republic of South Africa or the United States, depending on where the purchase took place. The Parties hereby consent and submit to the jurisdiction of the High Court of the Republic of South Africa or the California laws in any dispute arising from or in connection with this AGREEMENT. WAIVER No waiver by a party or any breach of any of the provisions of this AGREEMENT by the other party shall be binding upon the party unless in writing and signed by the party. No such waiver shall be construed as a waiver of any other provision or of any other breach of this AGREEMENT. SEVERABILITY If any covenant or any other provision of this AGREEMENT is invalid, illegal or incapable of being enforced by reason of any rule of law or public policy, that covenant or provision shall be deemed to be severable from this AGREEMENT. Notwithstanding the foregoing, all other covenants and provisions of this AGREEMENT shall, nevertheless, remain in full force and no covenant or provision shall be deemed to be dependent upon any other covenant or provision, unless expressly stated in this AGREEMENT.