Terms of Service - Ensure Endpoint Technologies

END USER LICENSE AGREEMENT

YOU (”CUSTOMER”) MAY ACCEPT THIS END USER LICENSE AND SERVICE AGREEMENT (”AGREEMENT”) BY CLICKING THE ”FINISH” OR SIMILAR BUTTON INDICATING YOUR ACCEPTANCE. YOU ALSO MAY ACCEPT THIS AGREEMENT BY PHYSICALLY EXECUTING A QUOTE, ORDER FORM OR SIMILAR ORDERING DOCUMENT THAT REFERENCES THIS AGREEMENT. BY IN ANY WAY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE OR ANY PART THEREOF, CUSTOMER ALSO ACCEPTS AND AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. BY ACCEPTANCE, YOU AGREE TO THE TERMS AND CONDITIONS BELOW. IF YOU ARE ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES, IN WHICH CASE “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL OF

THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT OR USE THE SOFTWARE.

This Agreement is eﬀective on the date of your acceptance.

Reference to “we”, “our” and “us” in its related variations shall mean Ensure Endpoint Technologies Inc. (”Ensure Endpoint Technologies”) or its aﬃliates and licensors, as applicable. You are accepting this Agreement on behalf of yourself, your organization and any entity that you represent. You further agree that you have the authority to bind that organization to this Agreement and that you are an authorized user on behalf such organization.

This Agreement sets forth the terms and conditions under which Ensure Endpoint Technologies is licensing the Software (defined below) and providing certain related services as described below (the “Service”) to Customer. “Software” means the Ensure Endpoint Technologies products as well as Ensure Endpoint Technologies Deployment & Web Management products delivered to Customer in object code only, including all related documentation, and, if applicable, any update, revision, translation, adaptation, modification, derivation or copy of the foregoing, on the following terms and conditions. The Software is not sold; it is licensed solely as set forth in and subject to this Agreement. The Ensure Endpoint Technologies Software is and remains the property of Ensure Endpoint Technologies Inc and is protected by copyright laws and international copyright treaties.

1 License Grant

1.1 Ensure Endpoint Technologies, on its own behalf, grants Customer a non-exclusive, non-transferable license to use the

Software as downloaded, and during the term set forth below. The license is limited to the number of clients and modules of the Software to which Customer has.

1.2 If the equipment on which the Software is originally deployed becomes damaged, Customer will have the right to replace the equipment and continue to exercise the licenses to which it has subscribed.

1.3 Customer acknowledges and accepts that all rights in the Software, whether express or implied, shall at all times remain vested in Ensure Endpoint Technologies. Customer does not acquire any rights, express or implied, in the Software, other than those rights expressly granted to Customer in this Agreement.

1.4 Customer may not sub-license, rent out or lend the Software or otherwise permit anyone else to make use of or otherwise

dispose of the Software either directly or indirectly, for payment or otherwise.

1.5 Customer shall not make or permit the making of any modifications, additions or enhancements to the Software, or cause or permit the Software to be combined with any other computer programs, or cause or permit the reverse engineering, disassembly or decompilation of the Software. Customer may not use or otherwise transfer the Software, either wholly or partly, otherwise than as specified in this Agreement.

1.6 Besides for the purpose of installation on clients, Customer may not copy the Software other than for the purposes of security backup, disaster recovery and such archiving as may be required by law.

1.7 Labeling or any details of an existing patent, copyright or copyright labeling in a program or on a medium on which the Software is made available to Customer shall be preserved by Customer and may not be removed, altered or modified.

2 WARRANTIES and INDEMNITIES; LIMITATION OF LIABILITY

2.1 EXCEPT AS PROVIDED IN SECTIONS 2.5, 2.6 and 2.7 HEREIN, ENSURE ENDPOINT TECHNOLOGIES MAKES NO WARRANTIES HEREUNDER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY THAT THE SERVICE WILL BE CONTINUOUSLY AVAILABLE, OR ANY WARRANTY THAT THE INSTALLATION OF THE SOFTWARE AND USE OF THE SERVICE WILL BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE.

2.2 A PARTY’S LIABILITY UNDER OR ARISING OUT OF THIS AGREEMENT, WHETHER ARISING IN CONTRACT,

NEGLIGENCE, OR OTHERWISE SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER (OR THIRD PARTY ON BEHALF OF CUSTOMER PURSUANT TO A SIGNED SERVICE AGREEMENT) FOR THE SERVICE DURING THE TWELVE CALENDAR MONTHS BEFORE A CLAIM. CUSTOMER ACKNOWLEDGES AND CONFIRMS THE IMPORTANCE OF ESTABLISHING AND MAINTAINING BACKUP ROUTINES BOTH PRIOR TO INSTALLATION OF THE SOFTWARE ON EACH CLIENT AND IN THE NORMAL COURSE OF BUSINESS AND ENSURE ENDPOINT TECHNOLOGIES SHALL NOT BE LIABLE FOR ANY LOSS ARISING OUT OF FAILURE TO APPLY SUCH ROUTINES. CUSTOMER ACKNOWLEDGES AND AGREES THAT IN SOME CIRCUMSTANCES, THE USE OF THE SOFTWARE MAY INTERACT WITH PREINSTALLED SOFTWARE OR CONFIGURATIONS ON THE EQUIPMENT, WHICH COULD POTENTIALLY RESULT IN COMPUTER FAILURE OR MALFUNCTIONOR OTHER COMPONENTS OF THE EQUIPMENT. SINCE ENSURE ENDPOINT TECHNOLOGIES CANNOT KNOW OR CONTROL THE PREINSTALLED SOFTWARE OR CONFIGURATIONS ON CUSTOMER EQUIPMENT, ENSURE ENDPOINT TECHNOLOGIES SHALL HAVE NO LIABILITY FOR ANY SUCH DAMAGE CAUSED BY THESE COMBINATIONS.

2.3 IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOSS OR CORRUPTION OF DATA OR INFORMATION, OR FOR ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Notwithstanding the foregoing, as between CUSTOMER and ENSURE ENDPOINT TECHNOLOGIES, the following shall be deemed “direct damages” for the purposes of this Agreement and the Parties shall be liable to one another for the following: (a) the reasonable out-of pocket- costs incurred by CUSTOMER in the preparation and distribution of any notifications required by applicable privacy breach notification law; and (c) the reasonable out-of-pocket costs incurred by CUSTOMER in providing credit monitoring services to affected individuals for a period of two (2) years, in each case of (a) and (b), to the extent cause by the unauthorized disclosure of CUSTOMER data resulting from ENSURE ENDPOINT TECHNOLOGIES failure to comply with data collection warranties under this Agreement.

2.4 Notwithstanding the foregoing, the Parties acknowledge and agree that the limitations and exclusions set for in THIS Section 2 shall not apply to: (1) damages caused by either Party’s fraud or wilful misconduct; (ii) breaches of the scope of use; (iII) or a Party’s liability for damages to the extent that such a limitation or exclusion of such damages is not permitted by applicable law.

2.5 ENSURE ENDPOINT TECHNOLOGIES WARRANTS THAT THE SOFTWARE CANNOT AND WILL NOT:

Collect any information on the activity of the computer user or have access to any personal data on the computer. Modify, update, manipulate, or make changes to the computer. Collect user information, usage data, or system access details by the computer user. Perform any user authentication. Make any changes to the computer. Intercept data or network data flow.

2.6 ENSURE ENDPOINT TECHNOLOGIES WARRANTS THAT ENSURE ENDPOINT TECHNOLOGIES INC. IS THE SOLE OWNER OF THE SOFTWARE AND THAT, BY DOWNLOADING AND INSTALLING THIS SOFTWARE, NO INTELLECTUAL PROPERTY RIGHTS WILL BE INFRINGED.

2.7 ENSURE ENDPOINT TECHNOLOGIES WARRANTS THAT THE SOFTWARE IS FREE FROM ALL MALICIOUS CODE,

INCLUDING ANY CODE OR INSTRUCTION THAT MAY BE USED TO ACCESS, MODIFY, DELETE, OR DAMAGE ANY DATA FILES OR SYSTEMS.

3 Term and Termination

3.1 This Agreement shall continue for an until the Software is uninstalled.

3.2 This Agreement will immediately terminate if Customer materially breaches Article 2 of this Agreement.

Upon termination Customer must uninstall all copies of the Software. If Customer fails to uninstall all copies, Ensure Endpoint Technologies has the right to force an uninstallation.

4 General

4.1 Customer may not assign, delegate or otherwise transfer this Agreement or any of its rights or obligations here under Ensure

Endpoint Technologies prior written approval. Any assignment, delegation or transfer that violates the foregoing will be void. Ensure Endpoint Technologies may however freely transfer this Agreement.

4.2 This Agreement shall be construed and governed by the laws of the State of Delaware, USA, without giving effect to any choice

of law or conflict of law principles.

4.3 Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity

thereof, shall be determined by the State and Federal Courts sitting in Delaware, USA, and the parties hereby submit to the exclusive jurisdiction of the such courts for such purpose.

4.4 If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.