APPROBOTIC
END USER LICENSE AGREEMENT

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS PRODUCT. BY INSTALLING THE SOFTWARE AND/OR AFFIRMATIVELY AGREEING TO THIS LICENSE THROUGH THE SOFTWARE'S FUNCTIONALITY, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT.

This Agreement sets forth the terms and conditions of your use of the accompanying software, AppRobotic (the "Software"). For the purposes of this Agreement, "you" and/or the “Licensee” means you, the end user, and "Licensor" means AppRobotic LLC and its subsidiaries and affiliates.

1. ACCEPTANCE AND REFUNDS. If you do not accept the terms and conditions of this Agreement and any applicable Addendum, or if you terminate this Agreement, for any reason, then you shall immediately return the Software licensed hereunder to the Licensor or the authorized distributor from whom you acquired the Software. The Licensor is not required to provide you a refund of any funds paid pursuant to this Agreement, but may offer limited free trials to users at its discretion. Furthermore, you accept the applicable rights, and agree to be bound by the applicable obligations and restrictions, of this Agreement that survive the term of the Agreement.

2. PAYMENT. For Software licensed on a payment or subscription basis, the following terms apply, unless Licensor notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you for the Software:

2.1. Payment Method: You must pay with either (i) a valid credit card acceptable to the Licensor; (ii) a valid debit card acceptable to the Licensor; (iii) sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or (iv) any other method otherwise approved by the Licensor in writing.

2.2. Accuracy of Information. If your payment and registration information is not accurate, current and complete, and you do not notify us promptly when such information changes, we may suspend or terminate your account, terminate your license and refuse any further use of the Software.

2.3. Updates. If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your service, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.

2.4. Automatic Renewal. Licensor will automatically renew your monthly, quarterly, or annual subscription at the then-current rates, unless the License is cancelled or terminated under this Agreement. Any additional cancellation or renewal terms may be provided to you on the website for the Software.

2.5. Additional Fees. The fees for the License granted herein are determined based upon your installation and use of the Software in the country in which the original delivery of the Software occurs. Licensor may charge you an additional fee for any subsequent installation and use of the Software licensed hereunder in any other country.

2.6. Sales Tax. All fees are exclusive of taxes, which the Licensor will charge as applicable. You agree to pay any taxes applicable to your use of the Software and any other service provided by the Licensor. You shall have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At the Licensor’s request, you will provide the Licensor with the VAT registration number under which you are registered in your member state. If you are subject to GST, all fees are exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.

3. LICENSE GRANT. Licensor hereby grants to you a non-exclusive and non-transferable license (the “License”) to use the Software and related documentation ("Documentation"), according to the provisions contained herein and subject to payment of applicable license fees, if any. The License includes the following exhaustive list of rights: install and use the Software solely on the number of computers designated by your Activation Type (as defined below), and solely by your employees, consultants, and software administration contractors (“Licensed Users”); (ii) provide access to online Documentation on your intranet, provided it is not accessible over the open Internet; (iii) print portions of the Documentation for reasonable use by the Licensed Users; and (iv) use the Software as otherwise expressly authorized by the Licensor in writing.

4. LICENSE LIMITATIONS. While Section 3 outlines an exhaustive list of your rights under the License, the following is a non-exhaustive list of prohibited practices. Additionally, you may not:

4.1. USE THE SOFTWARE TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. THE LICENSOR SHALL NOT HAVE ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SOFTWARE TO COLLECT OR MANAGE SENSITIVE INFORMATION.
4.2. Lease, rent, distribute or sublicense the Software or any rights therein;
4.3. Install the Software on a network server for the purpose of circumventing limitations on the number of Users, entering into a time-sharing arrangement, or in any unauthorized manner;
4.4. Access the Software other than through the Company’s interface;
4.5. Use or launch any automated system, including, "robots," "spiders," or "offline readers," that sends more request messages to the Licensor’s servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser;
4.6. Use the Software in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party's use of the Software;
4.7. Disassemble, decompile, reverse engineer the Software or otherwise attempt to gain access to its method of operation or source code;
4.8. Assert rights to patents, copyrights, trade secrets, trademarks, or any other rights in the Software and Documentation;
4.9. Modify, or create any derivative work of the Software except as expressly agreed by the Licensor pursuant to a license to use the Software’s API;
4.10. Adapt, translate, copy, or convert all or any part of the Software in order to create software, a principal purpose of which is to perform the same or similar functions as the Software or to replace any component of the Software;
4.11. Rent, lease, or loan the Software, or use the Software for supporting third parties' use of the Software;
4.12. Sell, license, sublicense, publish, display, distribute, disseminate, assign, or otherwise transfer (whether by sale, exchange, lease, gift, or otherwise) to a third party the Software, any copy or portion thereof, or any License or other rights thereto, in whole or in part, without the Licensor’s prior written consent;
4.13. Alter, remove, or obscure any copyright, trade secret, patent, trademark, logo, proprietary and/or other legal notices on or in copies of the Software;
4.14. Use Licensor’s name, trade names, logos, or other trademarks of Licensor or any of its affiliates in any advertising, promotional literature or any other material, whether in written, electronic, or other form, distributed to any third party, except in the form provided by Licensor, and then solely for purposes of identifying Licensor’s Software;
4.15. Infringe on the intellectual property of any third party;
4.16. Copy, make available for copy, or otherwise reproduce the Software, in whole or in part, except either (i) as may be required for their installation into computer memory for the purpose of executing the Software, (ii) as expressly otherwise permitted by the Licensor, or (iii) to make a reasonable number of copies solely for back-up purposes provided that any such permitted copies shall reproduce all copyright, trade secret, patent, logo, proprietary and/or other legal notices contained in the original copy obtained from Licensor;
4.17. Access or use Software that you are not currently licensed to access or to use;
4.18. Use the Software if you are legally prohibited from receiving or using the Software under the laws of the country in which you are resident or from which you access or use the Software;
4.19. Disclose the activation key and/or license file to a third party or allow them to be used except for installation and use of the Software as provided herein;
4.20. Use the Software in a manner that would require compliance with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA), the Gramm-Leach-Bliley Act (GLBA), or the Federal Information Security Management Act (FISMA);
4.21. Use data from the Software in legal proceedings or otherwise as evidence;
4.22. Republish the Documentation, except as expressly permitted.

5. LICENSES FOR THIRD PARTY SOFTWARE AND PRODUCTS. The Licensor has been (and may be in the future) granted licenses to distribute certain third party software either as part of a program or as separate products licensed under a separate license agreement (the “Third Party Software”). These licenses may require the Licensor to distribute such software to you subject to specific terms and conditions, which may be different from or additional to those contained herein. You agree that acceptance of this Agreement also confirms your acceptance of any applicable Third Party Software licenses. Such Third Party Software licenses will be made available to you at your request.

6. RETENTION OF RIGHTS. The Software shall at all times remain the property of Licensor and you shall have no right, title, or interest therein, except as expressly set forth in this Agreement. You shall take appropriate action by instruction, agreement, or otherwise with any persons permitted access to the Software, so as to enable you to satisfy its obligations under the terms of this Agreement.

7. SUPPORT.

7.1. Support Services. The Licensor may, through an additional agreement, offer technical assistance, training, and customer service provided by Licensor in connection with Software using various means, including in-product, internet, chat, e-mail, and telephone, some of which may require payment of additional fee(s) (the “Support”). The terms and conditions governing the offering or provision of Support are subject to change as may be announced by Licensor from time to time. Please consult the Licensor’s Support website (currently accessible at, www.approbotic.com/support) for the most up-to-date information relating to Support and any associated fees, as well as updates to the Software. By using the Licensor’s Support services, you authorize Licensor to collect certain company data files in order to provide you with a better Support experience.

7.2. Fees. Only subscribers with active, paid accounts in good standing and specified subscriptions and an included or paid Support plan have access to the Support services. If you purchased a License on a standalone basis by making a one-time payment, or if your particular subscription plan does not include Support, you will have to pay a fee to access the Support services. Availability and access to all Support services for your Software, is subject to the then-current Licensor discontinuation policy applicable to your particular Software version (see below).

7.3. Limited Warranty. For ninety (90) days following the date of delivery of any Support by Licensor to you, Licensor represents and warrants that such professional services shall be professional, workman-like and performed in a manner conforming to generally accepted industry standards and practices for similar services. Your sole and exclusive remedy and the entire liability of Licensor for Licensor’s breach of this warranty will be for Licensor, at its option, to re-perform the non-conforming Support or refund the fees paid for such non-conforming Support.

8. DISCONTINUATION POLICY AND END OF SOFTWARE SUPPORT.

8.1. Discontinuation Policy (Software End-of-Life). The Software is subject to Licensor’s discontinuation policy and Licensor reserves the right to discontinue all Support for the Software, and/or for any features, online or other services or content accessible through the Software in accordance with its current discontinuation policy. If the Software offers services that require a connection to Licensor server (including internet-based services), such Services may expire in accordance with Licensor’s current discontinuation policy. Once a Software version or its Support is discontinued, no future Support or updates, will be provided or made available by Licensor for that particular Software version. You understand that discontinued Software versions (i.e., Software versions for which Support and updates are no longer provided) may in the future be vulnerable to un-patched issues, including bugs, security, and other risks, and that Licensor is not responsible for your continued use of such Software.

8.2. Software Support Discontinuation or End-Date. Subject to Licensor’s discontinuation policy and notwithstanding any subscription terms provided separately, Licensor will provide Support for Software until the then-current Support discontinuation or end date for the particular Software version. More information about the discontinuation policy relating to the Software is available at www.approbotic.com/support.

8.3. Non-Supported System Requirements, Services, or Software. System requirements and operating environments for use of the Software as designed, including currently-supported operating systems, database engines, browsers and other technical components are available on the website for the Software. Notwithstanding anything above to the contrary, Licensor will not provide (and is not in any way liable to you for) Software Support for services, software, or system requirements or operating environments, including any operating system, database server or browser version, or other technical component, that is unsupported by its originating third party provider. In the event that any currently-supported services, software, system requirement or operating environment, or other technical component is discontinued or no longer supported by its provider, Licensor will likewise discontinue its Software Support for that particular service, software, system requirement, operating environment or system, database server or browser version, or other technical component.

9. RESALE PRODUCTS; THIRD PARTY SERVICES.

9.1. Resale Products. Licensor resells certain products (“Resale Products”) that are owned by third parties or are licensed to Licensor by such third parties. Resale Products are not included as part of the Software and are not required or necessary for use of the Software. Resale Products may be subject to separate terms with the applicable third party licensors (which shall be available upon request) or as may be separately agreed upon by such third party licensor and Licensee. If support and maintenance is offered for a specific Resale Products and you purchase directly from Licensor, Licensor shall distribute the applicable Resale Products, update, upgrade and other release provided to Licensor by the third party licensor. To the extent that a third party licensor provides Licensor with any indemnities or warranties for pass-through to customers in connection with the applicable Resale Products, Licensor will pass such indemnities or warranties through to Licensee. EXCEPT FOR THE WARRANTIES EXPRESSLY SPECIFIED IN THIS SECTION, RESALE PRODUCTS ARE PROVIDED “AS IS,” AND LICENSOR PROVIDES NO OTHER WARRANTIES OF ANY KIND RELATING TO THEM. LICENSOR DISCLAIMS ALL OTHER WARRANTIES, INCLUDING FOR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOST DATA, OR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES CAUSED BY SUCH API. IN NO EVENT WILL LICENSOR’S LIABILITY ARISING OUT OF IN CONNECTION WITH ANY RESALE PRODUCTS (UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STATUTE, TORT OR OTHERWISE) EXCEED THE AMOUNTS RECEIVED BY LICENSOR FOR (I) SUCH RESALE PRODUCT DURING THE TWELVE (12) MONTH PERIOD BEFORE THE EVENT GIVING RISE TO SUCH LIABILITY OR (II) ASSOCIATED SUPPORT AND MAINTENANCE SERVICES IN THE THEN-CURRENT TERM.

9.2. Third Party Services. The Software may contain features designed to interface with applications or services provided or made available by third parties (“Third Party Services”). In order to use a feature in connection with a Third Party Service, Licensee must have a license from the provider of the relevant Third Party Service. If the Third Party Services are no longer available or if the applicable third party provider no longer allows the Third Party Services to interface with the Software, then such features will no longer be available or function in the Software. Licensor and the provider of the applicable Third Party Service disclaim all warranties, indemnities, obligations, and other liabilities in connection with any interface or integration with the Third Party Service. Further, Licensor disclaims all warranties, indemnities, obligations, and other liabilities in connection with any Third Party Service

10. MODIFICATION. The Company may modify the Software from time to time, including by adding or deleting features and functions, in an effort to improve your experience, and including making changes that materially reduce the functionality provided to you during the License Term.

11. COMPLIANCE AND AUDIT RIGHTS. You agree to notify Licensor promptly upon discovery of any failure to comply with one or more Licenses granted under this Agreement, or any failure to comply with any other material term of this Agreement. To confirm your compliance with the terms and conditions of this Agreement, you agree to allow Licensor to audit your use of the Software, and to provide Licensor access to your facilities and computers, and cooperation from your employees and consultants, as reasonably requested by Licensor in order to perform such audit, all during normal business hours, and after reasonable prior notice from Licensor. If an audit discloses that you have failed to comply with one or more Licenses, and such failure to comply could have in part or in whole been avoided by you having paid additional License fees to expand the scope of the License or Licenses, then you shall promptly pay Licensor such Licensing fees (at Licensor’s then current rates) and, if such unpaid License fees exceed five percent (5%) of the License fees paid to Licensor for the applicable Software during the applicable period during which such underpayment occurred, then you shall, in addition to paying the unpaid License fees, also reimburse Licensor the full cost of such audit.

12. NO ASSIGNMENT; NO TRANSFER. Except as expressly authorized by the Licensor through its License Reseller Agreement, you agree not to transfer or assign the Software and/or this Agreement to another party without the prior written consent of Licensor. If such consent is given and you transfer or assign the Software and/or this Agreement, then you must at the same time either transfer any copies of the Software and Documentation to the same party or destroy or return to Licensor any such materials not transferred. Except as set forth above, you may not transfer or assign the Software or rights under this Agreement. The Company may transfer this Agreement to any party pursuant to a transfer of substantially all its assets.

13. NO MODIFICATION; NO REVERSE ENGINEERING. You agree not to modify, translate, reverse engineer, decompile, disassemble, or create derivative works of the Software. The Software or any portion thereof may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of the Licensor. You also agree not to use any device, software or other instrumentality to interfere or attempt to interfere with the proper working of the Software. Last, you agree not to facilitate any third party taking such actions.

14. IMPORT/EXPORT RESTRICTIONS. You agree not to import or export the Software or any Documentation (or any copies thereof) or any products utilizing the Software or any Documentation in violation of any applicable laws or regulations of the United States or the country to which you have imported or exported. You agree to indemnify Licensor from liability if you violate any such laws or regulations.

15. TAXES, DUTIES, CUSTOMS. Absent appropriate exemption certificates or other conclusive proof of tax exempt status, you shall pay all applicable sales, use, excise, value-added, and other taxes, duties, levies, assessments, and governmental charges payable in connection with this Agreement or the Licenses granted hereunder, excluding taxes based on or measured by Licensor’s income, for which Licensor shall be solely responsible.

16. FOR US GOVERNMENT LICENSEES ONLY. This provision applies to all acquisitions of the Software and Documentation by, for, or through the federal government of the United States. By accepting delivery of the Software or Documentation, the government hereby agrees that this software or documentation qualifies as commercial computer software or commercial computer software documentation as such terms are used or defined in FAR 12.212, DFARS Part 227.72, and DFARS 252.227-7014. Accordingly, the terms and conditions of this Agreement and only those rights specified in this Agreement, shall pertain to and govern the use, modification, reproduction, release, performance, display, and disclosure of the Software and Documentation by the federal government (or other entity acquiring for or through the federal government) and shall supersede any conflicting contractual terms or conditions. If this License fails to meet the government's needs or is inconsistent in any respect with federal procurement law, the government agrees to return the Software and Documentation, unused, to Licensor.

17. FOR EUROPEAN LICENSEES ONLY. Any contractual provisions of this Agreement contrary to laws implemented under Article 6 of Appendix V of the European Union Software Directive or to the exceptions provided for in Article 5(2) and (3) of such Appendix shall be null and void solely to the extent decompiling, disassembling, or otherwise reverse-engineering of the Software is necessary to enable you to create an independent program that is interoperable with the Software or any other permitted objectives specified by such laws implemented under such directive (collectively, the "Permitted Objectives"), provided that any such information gained is used solely for such Permitted Objectives.

18. PROPRIETARY RIGHTS ACKNOWLEDGMENT. You agree that Licensor owns and holds title to the Software and any Documentation and all subsequent copies thereof regardless of the form or media. Furthermore, title, ownership rights, and intellectual property rights in the Software and any Documentation shall remain with Licensor. The Software and any Documentation are protected by copyright and other intellectual property laws and by international treaties. You are not obligated to provide Licensor with any suggestions or feedback about the Software or services provided. However, to the extent you provide such feedback, you assign ownership of such feedback to Licensor and Licensor may use and modify such feedback without any restriction or payment. However, you own and retain all rights to any materials created and utilized with the Software and/or customer data you enter into the Software (the “Customer Materials and Customer Data”). This Agreement does not grant the Licensor any ownership rights to Customer Materials or Customer Data. You grant permission to the Licensor and its sublicensors to use the Customer Materials and Customer Data only as necessary to provide the services described herein and/or in any other agreement between you and the Licensor and as permitted by this Agreement. If you are acting on behalf of another party by entering into this Agreement and/or any other agreement with the Company, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so. Furthermore, you grant the Licensor the right to add your name and company logo to its customer list and website and otherwise use the existence of this Agreement for marketing purposes.

19. INSTALLATION AND USE. Specific rights, obligations, and restrictions apply to each License Option (as defined below). Licensee's right to install and use the Software is determined by the License Option acquired, including the permitted Activation Type with respect to such License Option. By accepting the terms and conditions of the Agreement, Licensee also accepts the License Option acquired. License Options and Activation Types are described more thoroughly at www.approbotic.com/license-options/ (the “License Options Site”), but the below shall apply to the license type noted:

19.1. Definitions.

19.1.1. “Activation Type” shall refer to one of the Standalone Named User, Designated Computer, or Network Concurrent User Activation Types available with respect to the License Option Acquired.

19.1.2. “License Manager” shall refer to the license management software that may be provided provided with the Software, as applicable pursuant to the License Option and Activation Type.

19.1.3. “Named User” shall refer to a specific individual designated and identified by Licensee as the authorized user of the Software for a License.

19.2. License Options.

19.2.1. Individual. Except as specifically set forth in this Agreement, the Individual License Option permits one Activation Type, either the Standalone Named User Activation Type or the Designated Computer Activation Type.

19.2.2. Network Named User. Except as specifically set forth in this Agreement, the Network Named User License Option permits only the Network Named User Activation Type.

19.2.3. Concurrent. Except as specifically set forth in this Agreement, the Concurrent License Option permits only the Network Concurrent User Activation Type.

19.2.4. API-Inclusive. Each of the license options include the right to utilize the Software’s API to create derivative works, subject to any restrictions in this Agreement. However, the Company may terminate this right with thirty (30) days’ written notice to the Licensee at its convenience and in its sole and absolute discretion.

19.3. Activation Types.

19.3.1. Standalone Named User. Software use is restricted to the single, designated Named User. Software may be installed and operated on one or more individual Computers, provided the Software are only accessible to, and operated by, the Named User for that License. The physical locations of the Computers used by the Named User to run the Software are not limited; the Computers may be located at work, home, in a laboratory, or on a laptop. Licensee may only designate one Licensed User access to or use of the Software under each Named User License. A computer login of a Named User may not be shared with any other individual. Licensee may not redesignate the Named User without the written consent of the Licensor. A Named User may not use a Software on more than two (2) Computers simultaneously. In the case of Standalone Named User Licenses licensed as part of a group, Licensee shall be responsible for, and shall assign a central administrator the task of, administering the Licenses and installing the Software, including new versions of the Software delivered during any paid Support term.

19.3.2. Designated Computer. The Software may only be installed and operated on a single, designated computer, provided the computer is not a network server, and the Software are only operated from that computer's console by only one Licensed User at any given time. Licensee may not redesignate the Named User without the written consent of the Licensor. In the case of Designated computer Licenses licensed as part of a group, Licensee shall be responsible for, and shall assign a central administrator the task of, administering the Licenses and installing the Software, including new versions of the Software delivered during any paid Support term.

19.3.3. Network Named User. Software may only be installed in a central location on a single designated network server. Licensee must run the License Manager in its User-Based mode, and edit the Local License Options file to maintain a list of Named Users authorized to access and operate each Software. Licensee may not redesignate the Named User without the written consent of the Licensor. Portions of the Software may be installed on individual Computers to accelerate startup times, as long as the installations on the individual Computers are controlled by the License Manager on the network server. A Named User may not use a Software on more than two (2) Computers simultaneously. A computer login of a Named User may not be shared with any other individual.

19.3.4. Network Concurrent User. The Software may only be installed in a central location on a single designated network server. Licensee must run the License Manager in its Concurrent mode and may have only as many Licensed Users simultaneously operating a Software at any given time as the number of Concurrent keys acquired for that Software. Subject to the foregoing, a Licensed User of the Concurrent License Option may utilize the Software on any number of Computers served by a single License Manager provided that, before using a Software on any computer, the Licensed User checks out a separate Concurrent key from the License Manager for that computer. Portions of the Software may be installed on individual Computers to accelerate startup times, as long as the installations on the individual Computers are controlled by the License Manager on the network server. Licensees of the Concurrent License Option are prohibited from providing Software access to users located outside the country in which the License Manager server is installed unless Licensee has contracted for global use. For the purposes of the Concurrent License Option, all servers located in a member country of the North American Free Trade Agreement ("NAFTA") shall be considered located in the same country as those of the other NAFTA members, and all servers located in Iceland, Norway, Switzerland, or any member country of the European Union ("EU") shall be considered located in the same country.

19.3.5. Cloud Named User. This user type shall apply to users that install the Software on virtual machines running in a public cloud (e.g., Amazon Web Services, Microsoft Azure, Google Cloud Platform, etc.), the Licensee’s private cloud infrastructure, or start and operate Software by signing up via a public cloud provider's application marketplace. Software use is restricted to the single, designated Named User. Each virtual machine running "instance" is considered a Computer. Thus, any virtual machine instances running on a server virtual machine instance are each considered a Computer. One or more non-running virtual machine "images and/or snapshots" containing Software are allowed and are not limited. If the Licensee acquires a License from Licensor or its Resellers and installs Software on virtual machines started and/or launched outside of a public provider's App Marketplace listing, a maximum of two (2) simultaneously running virtual machine "instances" are permitted. If the Licensee starts and operates the Software from its public cloud provider's App Marketplace listing, virtual machine instances are not limited and the License is bundled into the App Marketplace virtual machine. Payment due to the cloud provider will include the License cost and will be calculated based upon the then available billing term selected by you (per-hour, per-month, etc.). The Licensee may only designate one Licensed User access to or use of the Software under each Cloud Named User License. A computer login of a Named User may not be shared with any other individual. The Licensee may not redesignate the Named User without the written consent of the Licensor.

19.3.6. Cloud Concurrent User. This user type shall apply to users that install the Software on virtual machines running in a public cloud (e.g., Amazon Web Services, Microsoft Azure, Google Cloud Platform, etc.) in instances where you use the License acquired from Licensor or its Resellers, or such virtual machine is started and/or launched outside of a public cloud provider's App Marketplace listing, or Licensee's private cloud infrastructure. The number of simultaneously running virtual machine "instances" permitted is the number of Concurrent Keys acquired for that Software. Each virtual machine running "instance" is considered a Computer. Thus, any virtual machine instances running on a server virtual machine instance are each considered a Computer also. One or more non-running virtual machine "images and/or snapshots" containing Software are allowed and are not limited. If Licensee starts and operates Software from the its public cloud provider's App Marketplace listing, virtual machine instances are not limited and License is bundled into the App Marketplace virtual machine. Payment due to the cloud provider will include License cost and will be calculated based upon the then available billing term selected by Licensee (per-hour, per-month, etc.). Licensee must run the License Manager in its Concurrent mode and may have only as many Licensed Users simultaneously operating a Software at any given time as the number of Concurrent keys acquired for that Software. Subject to the foregoing, a Licensed User of the Concurrent License Option may utilize the Software on any number of Computers served by a single License Manager provided that, before using a Software on any computer, the Licensed User checks out a separate Concurrent key from the License Manager for that computer. Portions of the Software may be installed on individual Computers to accelerate startup times, as long as the installations on the individual Computers are controlled by the License Manager on the network server. Licensees of the Cloud Concurrent License Option are prohibited from providing Software access to users located outside the country in which the License Manager server is installed unless Licensee has contracted for global use. For the purposes of the Concurrent License Option, all servers located in a member country of the North American Free Trade Agreement ("NAFTA") shall be considered located in the same country as those of the other NAFTA members, and all servers located in Iceland, Norway, Switzerland, or any member country of the European Union ("EU") shall be considered located in the same country.

19.3.7. SaaS Named User. This user type shall apply to users whereby the Software is accessible solely via a web interface and is not downloadable. Software use is restricted to a single, designated Named User. Software may be operated on one or more individual Computers, provided the Software are only accessible to, and operated by, the Named User for that Subscription License. Computers used by the Named User to run the Software are not limited; the Computers may be located at work, home, in a laboratory, or on a laptop. Licensee may only designate one Licensed User access to or use of the Software under each SaaS Named User License. A computer login of a Named User may not be shared with any other individual. Licensee may not redesignate the Named User without the written consent of the Licensor. Licensee shall be responsible for, and shall assign a central administrator the task of, administering the Licenses and provisioning login access.

19.3.8. Mobile Named User. This user type shall apply to users whereby the Software is accessible solely via a mobile device or mobile web interface and/or downloadable via a mobile application marketplace. Software use is restricted to the single, designated Named User. Software may be operated on one or more individual mobile devices, provided the Software are only accessible to, and operated by, the Named User for that Subscription License. Mobile devices used by the Named User to run the Software are not limited. Licensee may only designate one Licensed User access to or use of the Software under each SaaS Named User License. A mobile device login of a Named User may not be shared with any other individual. Licensee may not redesignate the Named User without the written consent of the Licensor. Licensee shall be responsible for, and shall assign a central administrator the task of, administering the Licenses and provisioning login access.

20. REMOTE AND SHARED OPTIONS. Subject also to the foregoing, regarding:

20.1. Remote Desktop Access: (i) Cloud Named Users, SaaS Named Users, and Mobile Named Users may remotely access Software for which they are licensed; (ii) Cloud Concurrent Users may remotely access Software served by the License Manager server for the License under which they are operating; and (iii) The Licensee of a Designated Computer Activation Type may designate one Licensed User to remotely access the Software licensed on the Designated Computer for operation on that Designated Computer. Licensee may not redesignate the Named User without the written consent of the Licensor.

20.2. Shared Access to the Desktop: A Licensed User using Microsoft Remote Assistance technology, NetMeeting conferencing software, or similar technologies may share remotely the desktop view of a Software session with another individual for assistive or demonstrative purposes only.

21. TERM. This Agreement shall continue until the earlier of (i) termination by Licensor or you as provided below, or (ii) such time as there is no Software being licensed to you hereunder.

21.1. For Annual Licenses. You understand and agree that each Annual License will expire automatically immediately after its corresponding one (1) year period, unless you renew your License by remitting the then-current annual License fee. You understand that the Software will stop operating unless you pay the License fee and are provided new annual passcodes. You understand and agree that the Software Support services for each Annual License will terminate automatically upon expiration of the Annual License Term.

21.2. For Term Licenses. You understand and agree that each Term License will expire automatically immediately after the corresponding period of the term licensed, unless you renew your License by remitting the then-current term License Fee. You understand that the Software will stop operating unless you are provided new term passcodes or access codes. You understand and agree that the Software Support services for each Term License will terminate automatically upon expiration of the License Term.

21.3. For Perpetual Licenses. You shall have the right to use the Software indefinitely, subject to the termination provisions in this Agreement. You understand and agree that the Software Support services for each Perpetual License will terminate automatically upon expiration of the initial software Support service term included with the acquisition of the License. Thereafter, the software Support services may be renewed for any Software, at the then-current price, and for the then-applicable term, as long as Licensor offers such services for such Software.

21.4. Notice of Non-Renewal. Unless otherwise specified, to prevent renewal of your term, you or the Licensor must give written notice of non-renewal and this written notice must be received no less than ten (10) days in advance of the end of the Term. If you decide not to renew, you may send the notice of non-renewal by email to cancel {at} approbotic.com.

22. TERMINATION; SUSPENSION.

22.1. Termination for Cause. Licensor may terminate this Agreement and all Licenses granted hereunder by written notice to you if you breach any material term of this License, including failure to pay any License fees due, and you have not cured such breach within ten (10) days of written notification. Licensor may immediately terminate upon notice this Agreement and all Licenses granted hereunder should you breach the terms and conditions of Sections 2, 3, 4, 12, and/or 13. You may terminate this License at any time, for any reason. You shall not be entitled to any refund if this License is terminated, except for License fees paid for any Software for which the Acceptance Period has not expired at the time of termination. Upon termination, you shall promptly return all but archival copies of the Software in your possession or control, or promptly provide written certification of their destruction.

22.2. No Early Termination; No Refunds. Unless otherwise stated herein, the Term will end on the expiration date and cannot be cancelled early. The Licensor does not provide refunds if you decide to stop using the Software during your Term.

22.3. Suspension for Prohibited Acts. The Licensor may suspend your access to any or all services under this Agreement without notice for: (i) use of the Software in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, (ii) use of the Software that results in excessive hard bounces, SPAM complaints via feedback loops, direct spam complaints (to our abuse desk), or requests for removal from a mailing list by recipients, or (iii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity. The Licensor may, without notice, review, edit and delete any Customer Data or Customer Materials that we determine in good faith violate these terms, provided that, the Licensor has no duty to prescreen, control, monitor or edit your Customer Data or Customer Materials.

22.4. Suspension for Non-Payment. The Licensor will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, the Licensor may suspend your access to any or all of the services provided ten (10) days after such notice. The Licensor will not suspend such services while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If any service is suspended for non-payment, the Licensor may charge a re-activation fee to reinstate such service.

22.5. Suspension for Present Harm. If your website, or use of, the Software: (i) is being subjected to denial of service attacks or other disruptive activity, (ii) is being used to engage in denial of service attacks or other disruptive activity, (iii) is creating a security vulnerability for the Software or others, (iv) is consuming excessive bandwidth, or (v) is causing harm to the Licensor or others, then the Licensor may, with electronic or telephonic notice to you, suspend all or any access to any service provided by the Licensor. The Licensor will try to limit the suspension to the affected portion of the services and promptly resolve the issues causing the suspension of the services. Nothing in this clause limits the Licensor’s right to terminate for cause as outlined above, if the Licensor determines that you are acting, or have acted, in a way that has or may negatively reflect on or affect the Licensor, its prospects, or its customers.

23. JURISDICTION AND VENUE. This Agreement shall be construed with and governed by the substantive laws of the State of Florida. Should any claim or controversy arise between the Parties under the terms of this Agreement or in furtherance of this Agreement, such claim or controversy shall be resolved only in the state or federal courts located in Broward County, Florida, and said state and federal courts for the State of Florida shall be the only appropriate jurisdiction and venue therefore.

24. ARBITRATION. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. Any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, however the Parties may agree to conduct the arbitration by telephone, online and/or solely based on written submissions. The number of arbitrators shall be one (1). The place of arbitration shall be Broward County. Florida State law shall apply. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

25. NO WARRANTY. LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS. TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE ABOVE LIMITED WARRANTY PERIOD. MOREOVER, IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. NO DEALER, AGENT, OR EMPLOYEE OF LICENSOR IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS LIMITED WARRANTY.

26. LIMITATION OF REMEDIES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL LICENSOR, OR ITS SUPPLIERS OR RESELLERS, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTIONS, WORK STOPPAGE, PERSONAL INJURY OF PATIENTS, PHYSICAL OR EMOTIONAL IMPAIRMENT OF PATIENTS, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE SOFTWARE OR ANY FUNCTION THERETO INCLUDING ACCESS TO BOOKS (WHETHER OR NOT DUE TO ANY DEFECTS THEREIN). IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM LICENSOR'S NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION.

27. INDEMNIFICATION. You agree to defend, indemnify and hold harmless Licensor, its suppliers, and its resellers from and against liabilities, costs, damages and expenses (including settlement costs and reasonable attorneys' fees) arising from any claims from anybody that result from or relate to your use, reproduction or distribution of the Software; or your breach of any representation, warranty, or obligation under this Agreement.

28. SEVERABILITY. In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired.

29. ENTIRE AGREEMENT. You further agree that this Agreement is the complete and exclusive statement of the agreement between you and Licensor which supersedes all proposals or prior agreements, oral or written, and all other communications between you and Licensor relating to the subject matter of this agreement. This Agreement may only be modified by a written agreement signed by both you and Licensor.

30. NO WAIVER. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated herein, and each such waiver shall operate only as to the specific term or condition waived but shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

31. ACKNOWLEDGMENT. By downloading, installing or using any part of this Software, you indicate that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.

32. FORCE MAJEURE. Licensor shall not be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, strikes, or acts of God, in which event Licensor shall be excused from its obligations for the period of the delay and for a reasonable time thereafter.

33. ACTIONS PERMITTED. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.