_{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; Limitation of Liability}

_{2.1           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, or non-infringement; any warranty that the service will be continuously available or that the software will detect all viruses or malware; or any warranty that the installation of the software and use of the service will not damage customer’s equipment on which it is installed.}

_{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 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 use of the software may permanently disable or damage the hard drive or other components of the equipment on which it is installed, and that ensure endpoint technologies shall have no liability with respect to any such damage.}

_{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.}

_{2.4             The limitation of liability set out herein shall not, however, be interpreted to exclude liability (i) for failure to pay service fees, (ii) for breach of article 2 above, or (iii) for any damages that cannot be limited under applicable law.}

_{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’s 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.}