EXHIBIT C
Infiot, Inc.  
END USER LICENSE AGREEMENT (EULA)
 
	This End User License Agreement (“Agreement”) is a legal agreement between Infiot, Inc., which is located at 75E Santa Clara Street. Suite 600 Ca 95113 (“Infiot”) and the licensed user (“Licensee” or “you”), to allow Licensee and its Authorized Users, as defined below, to use Infiot’s Software, as defined below, pursuant to its license terms.  

1.	DEFINITIONS.  
1.1	“Authorized User” means any employee, agent, independent contractor, or representative of Licensee who uses the Software (defined below) under Licensee’s control and supervision pursuant to Licensee’s License (defined below) in this Agreement for the term of Licensee’s Subscription, and for whose individual actions in using the Software Licensee is responsible. 
1.2	“Documentation” means any user-manual or technical documentation and specifications that Infiot provides with the Software (defined below).
1.3	“Hardware” means Infiot Extensible Edge, for which components Licensee must make a one-time purchase.  
1.4	“Intellectual Property Rights” means copyrights, trademarks, service marks, trade secrets, patents, patent applications, moral rights, contractual rights of non-disclosure or any other intellectual property or proprietary rights, however arising, in any jurisdiction throughout the world, and any corresponding registrations or pending applications for registration.
1.5	 “Software” means any and all software products and tools offered by Infiot, either as online SaaS platforms or as downloadable programs, as well as any Updates (defined below), add-ins, or other executables made available. This definition excludes any Third Party Software and Open Source Software (each as defined in Section 2.4).
1.6	“Subscription” means the payment terms, scope, and duration of Licensee’s access to the Software under the License, as well as the one-time payment terms for the Hardware which accompanies Licensee’s use of the as set forth in a Statement of Work (“SOW”) appended to this Agreement as Exhibit A. 
1.7	“Update” means an update of the Software that Infiot makes generally available at no additional charge to customers that receive Support, including, if and when available, bug fixes, patches, maintenance releases, new point releases, and new major version releases.  Updates include only the Software licensed by Licensee hereunder, and do not include any new options, new or future product, or any upgrade in features, functionality or performance of the Software that Infiot licenses separately from the Software, or which Infiot offers only for an additional fee.
1.8	“Use” of the Software means either accessing the Software online via temporary download, or installing or executing the Software (if a downloadable app is made available by Infiot), or displaying the Software on a monitor screen, or storing the Software in whole or in part in the main or auxiliary memory of a personal computer, or in other storage devices.

2.	LICENSE GRANT; FEATURES; SERVICES.
2.1	Software License.  Subject to the terms and conditions of this Agreement, Infiot grants Licensee a non transferable, nonexclusive license to use the Software, in executable object code format only, solely in accordance with the Documentation, and for the term provided in Licensee’s Subscription (“License”).  Licensee’s use of Software is limited to the number of Authorized Users for which Licensee is current in the payment of applicable License fees under Licensee’s Subscription Agreement.  
2.2	License Management Solution. The Software may utilize a license management solution which enables use of the Software as purchased by Licensee in accordance with the restrictions provided by Licensor.  The license management solution may prevent or restrict additional user login, availability of certain functionality, processing of additional data or setup of new Authorized Users until a valid amended or extended License is obtained by Licensee from Infiot.
2.3	License Restrictions. Except to the extent the respective code has been provided as source code under a separate license from Infiot to Licensee and expressly permitted under such license, Licensee shall not, and shall not allow any third party to: (a) decompile, disassemble, or otherwise reverse engineer the Software or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Software by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions, and then only with prior written notice to Infiot); (b) distribute, sell, sublicense, rent, or lease the Software or the Documentation (or any portion thereof) or attempt to distribute, sell, sublicense, rent, or lease the Software or the Documentation (or any portion thereof); (c) use the Software or the Documentation (or any portion thereof) for any purposes not expressly permitted under this Agreement; (d) remove any product identification, proprietary, copyright or other notices contained in the Software or the Documentation (including any reports or data printed or exported from the Software); (e) modify any part of the Software or the Documentation, create a derivative work of any part of the Software or the Documentation, incorporate the Software into or with other software, or use the Software (or any part thereof) to provide any product or service to a third party, except to the extent expressly authorized in writing by Infiot;  (f) publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the Software.
2.4	Behavior of Licensee and its Authorized Users. Licensee hereby understands, acknowledges, and agrees that Licensee and its Authorized Users will not do any of the following: alter, modify, edit, amend, abridge, add to, delete from, adapt, repackage, or change any of the Software in whole or in part; and/or remove any proprietary notices of copyright or trademark ownership, any watermarking, or any other proprietary notices or language referring to Infiot's ownership of the Software; and/or copy, reproduce, publish, distribute, or redistribute any of the Software, in whole or in part, to any person who is not authorized to use the Software pursuant to this Agreement; and/or attempt to sell, resell, lend, lease, license, sublicense, assign, or otherwise transfer or attempt to transfer the Software, any rights granted under this Agreement, or any Intellectual Property Rights owned by Infiot, to any other person or entity; and/or provide any other person or entity access to the Software by means of Licensee’s username and/or Licensee’s password; and/or attempt to lend, lease, license, sublicense, transfer, assign, sell, or resell Licensee’s username(s) and password(s) to any other person or entity; and/or decompile, disassemble, translate or reverse engineer any portion of the Software,  or otherwise discover or duplicate any technology, routines, computer code, algorithms, methods or underlying ideas or designs or user interface techniques included in any portion of the Software; and/or monitor, gather, copy, or distribute any content or data included in the Software by using any robot, rover, "bot," spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; and/or insert any code or product to manipulate the Software in any way; and/or make or attempt to make any commercial use or exploitation of the Software; and/or circumvent, disable or otherwise interfere with the security features of the Software, or any features that prevent or restrict use or copying of any portion of the Software; and/or use the Software to collect or harvest any personally identifiable information ("PII"), including usernames and passwords of others; and/or use the Software to create multiple accounts under false or fraudulent pretenses; and/or use the Software to create or transmit unsolicited electronic communications; and/or use the Software to transmit any harmful code sequence or routines; and/or use the Software to violate the security of any computer network, to crack passwords or security encryption codes, or to transfer or store illegal material; and/or claim the Software as Licensee’s property, Licensee’s creation, or Licensee’s work of authorship, in whole or in part; and/or contest or dispute Infiot's ownership of the Software and all Intellectual Property Rights in the Software; and/or use the Software after the termination date of this Agreement; and/or use the Software, in whole or in part, in any manner not authorized by this Agreement.  LICENSEE HEREBY UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT ANY VIOLATION OR SUSPECTED VIOLATION OF THE FOREGOING LICENSE RESTRICTIONS BY LICENSEE OR ONE OF ITS AUTHORIZED USERS MAY CONSTITUTE GROUNDS ON WHICH Infiot MAY, IN ITS SOLE DISCRETION, SUSPEND OR TERMINATE LICENSEE’S LICENSE TO USE THE SOFTWARE, IN ADDITION TO ALL OTHER REMEDIES AVAILABLE TO Infiot AT LAW OR EQUITY. 
2.5	Third-Party and Open Source Software.  The Software may be distributed with or contain or use certain third-party proprietary software (“Third-Party Software”) and certain “open source software” or “free software” (“Open Source Software”), which may be identified in the Documentation, or, if not so identified, Infiot shall provide a list of such Third-Party Software and Open Source Software and copies of their governing licenses, upon request.  Such Third-Party Software and Open Source Software  (i) are not subject to the terms and conditions of Sections 2.1 (Software License) or 7 (Indemnification) and (ii) are licensed under the terms of the end-user license that accompanies such software.  Nothing in this Agreement limits Licensee’s rights under, or grants Licensee rights that supersede, the terms and conditions of any applicable end user license for the Third- Party Software and Open Source Software. If required by any license for particular Open Source Software, Infiot makes such software, and Infiot’s modifications to that Open Source Software, available by written request. 
2.6	Support.  For such period as Licensee has paid the applicable fees pursuant to Licensee’s Subscription, Infiot shall provide support and maintenance services for the Software, as set forth in the Infiot Support and Maintenance Terms of Service. (“Support”).

3.	AUDIT RIGHTS.  Licensee acknowledges and agrees that Infiot may, at its expense, audit Licensee’s use of the Software.  Any such audit shall either be conducted by means of remote access from an Infiot location or on-site during regular business hours at Licensee’s facilities, and shall not unreasonably interfere with Licensee’s business activities.  
4.	PROPRIETARY RIGHTS. The Software and Third Party Software are licensed and not sold to Licensee.  Infiot and its suppliers exclusively own all Intellectual Property Rights in and to the Software and Third Party Software, and any modifications, improvements, enhancements, customizations, Updates, or derivative works thereof.  No title or ownership or the Intellectual Property Rights passes under this Agreement, and all rights not expressly granted to Licensee in this Agreement are reserved.  Licensee may provide suggestions or improvements to Infiot in connection with this Agreement (“Feedback”).  Infiot shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Software any such Feedback. 

5.	TERM AND TERMINATION.
 
5.1	Term. The term of this Agreement shall commence on the Effective Date and shall, unless terminated earlier in accordance with the provisions of this Agreement, remain in force for at least one year or for such longer period for which Licensee pays or has paid the appropriate monthly fee under Licensee’s Subscription to keep Licensee’s account active. 
5.2	Termination.  Infiot may terminate this Agreement for any reason, including convenience, by providing reasonable advance notice to Licensee.  Infiot may terminate this Agreement immediately with or without notice to Licensee in the event that Licensee or any Authorized User of Licensee materially breaches any of the terms of this Agreement.  Termination of this Agreement shall not relieve Licensee of its obligation to pay all fees owed by Licensee under Licensee’s Subscription.  
5.3	Effects of Termination. Upon expiration or termination of this Agreement for any reason, {i} all licensed rights granted in this Agreement will immediately cease; and {ii} Licensee and all of Licensee’s Authorized Users will promptly discontinue all use of the Software and Documentation and return to Infiot any Confidential Information in Licensee’s possession or control.  
6.	WARRANTIES AND DISCLAIMERS.  Infiot warrants that the Software, will operate substantially in accordance with this Agreement and the Documentation for ninety (90) days from the earlier of the date of first download, accessing, or installation of the Software. Licensee’s exclusive remedy and Infiot’s sole liability for breach of this warranty is that Infiot shall, at its own expense, use commercially reasonable efforts to correct or replace the Software.  This warranty will only apply if there is no modification, alteration or addition which has been made to the Software by any person other than Infiot or its authorized agents.  EXCEPT FOR THE EXPRESS WARRANTIES ABOVE, INFIOT AND ITS SUPPLIERS OR LICENSORS HEREBY DISCLAIM ALL OTHER WARRANTIES FOR THE SOFTWARE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.  LICENSEE AGREES THAT NEITHER INFIOT NOR ITS SUPPLIERS OR LICENSORS MAKES ANY WARRANTY THAT THE SOFTWARE WILL BE ERROR FREE, OPERATE WITHOUT INTERRUPTION OR WILL FULFILL ANY OF LICENSEE’S PARTICULAR PURPOSES, EXPECTATIONS, OR NEEDS.  EXCEPT AS STATED ABOVE, INFIOT AND ITS SUPPLIERS PROVIDE THE SOFTWARE ON AN “AS IS” AND “AS AVAILABLE” BASIS.  Infiot provides no warranties with respect to Third Party Software and Open Source Software. Licensee shall have the benefit of any third-party warranties, service agreements and infringement indemnities contained in the purchase agreements or licenses applicable to the Third-Party Software and Open Source Software.  
7.	LIMITATION OF LIABILITY.  EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS OR LICENSORS) SHALL BE LIABLE FOR ANY LOSS OF USE, LOSS OF DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, INFIOT’S AND ITS SUPPLIERS’ ENTIRE LIABILITY TO LICENSEE SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY LICENSEE TO Infiot DURING THE PRIOR TWELVE (12) MONTHS UNDER THIS AGREEMENT. “Excluded Claims” means any claim arising from a breach of Section 2.1 (Grant of License), 2.3 (License Restrictions) or 9 (Confidentiality).  The parties agree that the limitations specified in this Section 6 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
8.	INDEMNIFICATION. 
8.1 Licensee’s Indemnification Obligation. Licensee shall indemnify and hold harmless Infiot, its officers, directors, employees, agents, representatives, and licensors from, and, at Licensee’s expense, shall defend Infiot against, any loss, damage or expense (including reasonable and directly related legal costs) that Infiot incurs or becomes liable for as a result of any breach by Licensee, by any of its Authorized Users, or by its agents, representatives, or others for whom Licensee is responsible, of any of the terms of this Agreement; any negligent, reckless or willful act or omission by Licensee or by any of its Authorized Users or by its agents or others for whom Licensee is responsible; any failure by Licensee or by any of its Authorized Users or by its agents or others for whom Licensee is responsible to comply with applicable laws in performing under this Agreement; any misuse by Licensee or by any of its Authorized Users or by its agents or others for whom Licensee is responsible of the Software or of the Documentation; or, any claim made against Infiot by any third party for which Infiot is not liable under this Agreement, and which arises as a consequence of use of the Software by Licensee or by any of its Authorized Users or by its agents or others for whom Licensee is responsible.  Licensee shall reimburse Infiot for its expenses under this Section as they are incurred.  Infiot shall have the right, at its own expense, to participate in the defense of any claim, action or proceeding against which it is indemnified hereunder. Licensee, in the defense of any such claim, action, or proceeding arising under this Section shall not, except with the written consent of Infiot obtained in advance, enter into any settlement which adversely affects Infiot’s rights or which does not include, as an unconditional term, a release granted to Infiot of all liabilities in respect of such claim, action or proceeding.
8.2  Infiot’s Indemnification Obligation.  Infiot shall indemnify, defend and hold Licensee harmless against any claim or action brought by a third party against Licensee to the extent based upon any claim that the Software infringes the intellectual property rights of such third party.  Licensee shall promptly notify Infiot in writing of any such claim, give Infiot full authority and control of the settlement and defense of the claim, and fully cooperate with Infiot in the defense of such claim.  Infiot shall have no obligation to Licensee under this Agreement for any claim that arises from: (a) any modification to the Software made by anyone other than Infiot; (b) any use by Licensee of the Software other than as specified in this Agreement or in the Documentation (including on any hardware configuration other than the Equipment); or (c) Licensee’s use of prior versions of the Software after an update has been provided by Infiot to Licensee. If a third-party claim for infringement arises, or in Infiot’s opinion is likely to arise, Infiot may at its own expense obtain for Licensee the right to continue using the Software, may modify the Software to make it non-infringing, or may substitute other software and hardware of similar capability and functionality.  If none of the foregoing options are reasonably available to Infiot, Infiot may terminate this Agreement and refund to Licensee the fees paid, less the fees for Licensee’s use of the Software prior to such termination.  THIS SECTION STATES THE ENTIRE INDEMNIFICATION OBLIGATION OF Infiot AND LICENSEE’S EXCLUSIVE REMEDIES WITH RESPECT TO ANY CLAIMS OF INFRINGEMENT OR PROPRIETARY RIGHTS VIOLATIONS BROUGHT AGAINST LICENSEE AND FOR WHICH LICENSEE MAY SEEK INDEMNIFICATION.
9.	CONFIDENTIALITY.  “Confidential Information” means any and all information related to Infiot’s business that is labeled or identified as “confidential” or “proprietary”; or otherwise is of such a type or disclosed in such a way that a reasonable person would understand that the information disclosed is confidential or proprietary, including, without limitation, software, source code and specifications, trade secrets, development plans, content, technical information, business forecasts and strategies, and information regarding personnel, customers and suppliers.  Without limiting the foregoing, the Software and Documentation are the “Confidential Information” of Infiot.  Licensee agrees (i) to hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party by using the same degree of care, but no less than a reasonable degree of care, as the receiving party uses to protect its own Confidential Information of a like nature against unauthorized dissemination and use, (ii) not to disclose such Confidential Information to any third parties, except as described herein and (iii) not to use any Confidential Information except for the purposes of this Agreement.  With the advance written permission of Infiot, Licensee may disclose Infiot’s Confidential Information to its responsible employees and contractors with a bona fide need to know, but only to the extent necessary to carry out the purposes of this Agreement, and only if such employees and contractors are subject to a nondisclosure agreement sufficient to protect Infiot’s Confidential Information hereunder.  The restrictions set forth in this section will not apply to any Confidential Information that Licensee can demonstrate by a preponderance of evidence (a) was known to it prior to its disclosure; (b) is or becomes publicly known through no wrongful act of Licensee; (c) has been rightfully received from a third party authorized to make such disclosure without restriction; (d) is, by clear and convincing evidence in the possession of Licensee, independently developed by Licensee without reference to Infiot’s Confidential Information.  The parties agree that a breach of this section may cause Infiot irreparable damage which money cannot satisfactorily remedy and therefore, the parties agree that in addition to any other remedies available at law or hereunder, Infiot shall be entitled to seek injunctive relief for any threatened or actual unauthorized disclosure.
10.	U.S. GOVERNMENT END USERS.  The Software is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212.  The Software is provided to any federal, state or local government agency only subject to the terms and conditions of this Agreement and such additional terms as are agreed by the parties in a properly executed writing and that are consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4.
11.	FORCE MAJEURE.  Infiot shall not be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, riots, fires, flood, storm, explosions, acts of God, war, governmental action, earthquakes, or any other cause which is beyond the reasonable control of Infiot.
12.	GOVERNING LAW AND DISPUTE RESOLUTION.  This Agreement will be governed by and construed under the laws of the State of California without regard to its conflict of laws provisions and without regard to the United Nations Convention on the International Sale of Goods.  The parties agree that any dispute that arises under this Agreement which cannot be resolved within thirty (30) days by good-faith negotiations between the parties shall be submitted to mandatory mediation in the city of San Jose, California and before a single mediator accredited and chosen by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”).  The mediation shall take place within sixty (60) days after submission to JAMS, and it shall last no longer than ten (10) hours on one (1) working day, unless the parties agree to an extension of the mediation.  The mediator shall apply U.S. and California law to the substantive issues and the JAMS’ Rules for Commercial Mediation to the procedural issues.  The parties shall bear their own costs for the mediation, and they shall split equally the costs of the mediator.  The resolution proposed by the mediator shall be binding with the consent of the parties, and it shall be submitted to any state or federal court in Santa Clara County, California for enforcement, which courts, the parties agree, have exclusive jurisdiction and venue for adjudication of disputes under this Agreement.  If one or both parties is not satisfied with the result proposed by the mediator, such party or Parties shall have the right to file suit in any court having jurisdiction in Santa Clara County, California.  Notwithstanding the foregoing, in circumstances of breach or alleged breach, Infiot may apply for injunctive relief at any time to any court having jurisdiction.    
13.	GENERAL. All notices, under this Agreement must be delivered in writing by courier, by facsimile, by pdf attachment to an email, or by certified or registered mail (postage prepaid and return receipt requested) and shall be effective upon the earlier of receipt or three (3) business days after being deposited in the mail as required above.  The parties hereto are independent contractors.  Nothing in this Agreement shall be deemed to create an agency, employment, partnership, fiduciary or joint venture relationship between the parties.  Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.  Licensee may not assign or transfer this Agreement or its rights and obligations under this Agreement. Licensee agrees not to export the Software in violation of the laws and regulations of the United States or any other nation.  Any delay in or failure of performance by either party under this Agreement, other than a failure to pay amounts when due, shall not be considered a breach of this Agreement and shall be excused to the extent caused by any occurrence beyond the reasonable control of such party.  If any legal action is brought to enforce this Agreement, the prevailing party shall be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.  The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. This Agreement may be amended only by a written document signed by both parties.  If any provision of this Agreement is held invalid or unenforceable, such provision shall be reformed to the extent necessary to make it valid and enforceable and the remaining provisions shall continue in full force and effect.  This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement.