END USER LICENSE AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. SIGNIFY YOUR AGREEMENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY CLICKING THE "AGREE " BUTTON. 
-	IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE AND CLICK “DECLINE” or “NO”.   
IF YOU REJECT THE AGREEMENT WITHIN 15 DAYS OF THE ORDER, CONTACT THE BUSINESS FROM WHICH YOU PURCHASED THE LICENSE REGARDING A REFUND.  



This end user license agreement is between you, the user, whether an individual or entity (User) and Digital Endpoint Corporation, a Delaware corporation (Digital Endpoint). Details of the software licensed and Maintenance (defined below) should be provided on an order. The software, updates, documentation, and license serial number (Software) provided under an order, are licensed and are not sold. 

IMPORTANT NOTICE REGARDING MONITORING SOFTWARE. 

•	This software is designed for monitoring business computers and mobile devices
•	It is licensed only for usage in compliance with applicable laws. 
•	User understands that monitoring or recording Internet or any device activity of an individual without their consent may be illegal and could subject User to criminal or civil liability. 
•	User must inform anyone who uses a device upon which the Software is installed that his or her Internet or device activity may be monitored or recorded. 
•	If User is uncertain of their rights to monitor or record anyone’s usage of a device, then User should contact their legal advisor prior to installing this Software.

1.	LICENSE GRANT. Subject to the other terms of this agreement, Digital Endpoint grants User, under an order, a non-exclusive and non-transferable perpetual (unless the order provides for a term based license) license up to the license capacity purchased to: operate the Software in its business operations and make one copy of the Software for archival and backup purposes.

2.	RESTRICTIONS AND OWNERSHIP.  User cannot: 

a.	sublicense, rent or lease the Software or use it as a service provider or as part of a service; 
b.	reverse engineer (except to the extent expressly permitted by applicable law despite this limitation), decompile, or disassemble the Software; or
c.	copy any features, functions or graphics of the Software to develop a competitive product.

User is entitled only to those rights as are expressly granted by this agreement.  Digital Endpoint retains all ownership and intellectual property rights in and to the Software. 

3.	PAYMENT. User must pay for the license on the date of the order.  User is responsible for all sales, use, withholding and other similar taxes associated with an order, and accepts the Software as of the date of the order. 

4.	COMPLIANCE WARRANTY. User warrants that it will use the Software in compliance with applicable laws, and will not use the Software where it cannot legally and rightfully operate the Software, or where it does not have express permission of the individual being monitored. 

5.	CONSENT TO USE OF DATA. User allows Digital Endpoint to collect and use technical and related information, including but not limited to technical information about computers, systems and application software, which is gathered periodically to facilitate licensing, software updates, product support and other services related to Software. Digital Endpoint may use this information to improve its software, enforce licensing, comply with laws and to provide services to you. The services provided to you include the ability to remotely configure the Software settings via a Digital Endpoint customer portal. Digital Endpoint will not provide this information to any third parties unless compelled applicable law.

•	Digital Endpoint does not collect nor access any of the activities or events recorded on a computer by the Software, though recorded activities and events may transit Digital Endpoint servers if the Software is configured to provide remote access to recorded data.

6.	WARRANTY DISCLAIMER. THE SOFTWARE IS PROVIDED ‘AS IS.’ DIGITAL ENDPOINT DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU MAY HAVE OTHER WARRANTY RIGHTS, WHICH VARY FROM STATE TO STATE.

7.	LIMIT ON LIABILITY. DIGITAL ENDPOINT IS NOT LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT OR USE OF THE SOFTWARE (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF DATA, COSTS OF DELAY, ANY FAILURE OF DELIVERY, AND COSTS OF LOST OR DAMAGED MATERIAL; EVEN IF DIGITAL ENDPOINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER THE CLAIM IS BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY). DIGITAL ENDPOINT’S TOTAL LIABILITY FOR DAMAGES OF ANY KIND IS LIMITED TO THE AMOUNT PAID TO DIGITAL ENDPOINT FOR THE SOFTWARE GIVING RISE TO SUCH DAMAGE.  

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSIONS MAY NOT APPLY.

8.	TERMINATION. 

•	This agreement is in effect until terminated. 
•	User may terminate the agreement by removing the Software from all computers, and returning or destroying the Software.
•	This agreement will automatically terminate if User is in breach of any term of this agreement.
•	Either party may terminate this agreement if the other party materially breaches this agreement, and has not cured that breach within a 30 day written cure period from the non-breaching party. 
•	Upon termination of this agreement for any reason, User must immediately stop all use of the Software, remove the Software from its computers and either destroy the Software or return the Software to Digital Endpoint. User must confirm in writing that it has complied with this requirement, if requested by Digital Endpoint. 


9.	INDEMNITY.  If any third-party brings a claim against Digital Endpoint related to User’s acts, omissions, data or information, or use of the Software, User must indemnify and hold Digital Endpoint harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim. 

10.	U.S. GOVERNMENT RESTRICTED RIGHTS. The Software is provided with RESTRICTED RIGHTS.  Use, duplication, or disclosure by the U.S. government or any agency thereof is subject to restrictions as set forth in subparagraph (c)(I)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software Restricted Rights at 48 C.F.R. 52.227-19, as applicable.

11.	 GOVERNING LAW AND EXCLUSIVE FORUM. This agreement is governed by the laws of the State of California, without regard to conflict of law principles. Any dispute arising out of or related to this agreement must be exclusively brought in the state and federal courts of California. User consents to the personal jurisdiction of such courts and waives any claim that it is an inconvenient forum. The prevailing party in litigation is entitled to recover its attorneys’ fees and costs from the other party. 

12.	 EXPORT LAWS.  User agrees not to import, export, re-export, or transfer, directly or indirectly, any part of the Software or any underlying information or technology except in full compliance with all United States, foreign and other applicable laws and regulations.  

13.	 OTHER. 

• This agreement, and all orders, constitute the entire agreement between the parties, and supersedes all prior or contemporaneous negotiations, representations or agreements, whether oral or written, related to this subject matter.  

• No modification or waiver of any term of this agreement is effective unless signed by both parties. 
• Neither party may assign or transfer this agreement to a third party, except that the agreement may be assigned as part of a merger, or sale of all or substantially all of the business or assets, of a party. 
• The parties are independent contractors with respect to each other. 
• If any term of this agreement is invalid or unenforceable, the other terms remain in effect. 
• Neither party is liable for force majeure events. 
• All terms that by their nature survive termination of this agreement for the party to enforce its rights under, and receive the benefits of, this agreement will survive. 
• The Convention on Contracts for the International Sale of Goods does not apply.