LABTECH SOFTWARE LLC (“LABTECH”) SOFTWARE LICENSE TERMS

All LabTech Geek Software and Services

These license terms are an agreement between LabTech and you. Please read them. They apply to the software named above.

BY USING THE SOFTWARE, YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THEM, DO NOT USE THE SOFTWARE.

If you comply with these license terms, you have the rights below.

1. INSTALLATION AND USE RIGHTS. You may install and use a reasonable number of copies of the software on your devices for non-commercial usage. You may use the software for evaluation purposes only at your address on your computers in accordance with the terms herein. The Software may not be used in a live production environment or used for development or commercial purposes.

2. SCOPE OF LICENSE. The software is licensed, not sold. This agreement only gives you some rights to use the software. LabTech reserves all other rights. Unless applicable law gives you more rights despite this limitation, you may use the software only as expressly permitted in this agreement. In doing so, you must comply with any technical limitations in the software that only allow you to use it in certain ways. You may not

· disclose the results of any benchmark tests of the software to any third party without LabTech’s prior written approval;

· work around any technical limitations in the software;

· reverse engineer, decompile or disassemble the software, except and only to the extent that applicable law expressly permits, despite this limitation;

· make more copies of the software than specified in this agreement or allowed by applicable law, despite this limitation;

· publish the software for others to copy;

· rent, lease or lend the software; or

· use the software for commercial purposes.

3. ADDITIONAL LICENSING REQUIREMENTS AND/OR USE RIGHTS.

a. Distributable Code.

i. Right to Use and Restrictions. You shall comply with the terms below:

· You may not copy and distribute the object code form of the software (“Code”) in programs you develop;

· You may not combine the object code form of the Code with your programs; and

· You may not permit distributors of your programs to copy and distribute the Code as part of those programs.

ii. Restrictions. Furthermore, You shall not

· alter any copyright, trademark or patent notice in the Code;

· use LabTech’s trademarks;

· include Code in malicious, deceptive or unlawful programs; or

· modify or distribute the source code of any Code so that any part of it becomes subject to an Excluded License. An Excluded License is one that requires, as a condition of use, modification or distribution, that

· the code be disclosed or distributed in source code form; or

· others have the right to modify it.

4. BACKUP COPY. You may make one backup copy of the software. You may use it only to reinstall the software.

5. DOCUMENTATION. You may copy and use the documentation for your internal, reference purposes.

6. TRANSFER TO A THIRD PARTY. You may not transfer, rent, lease, assign or sublicense the Software or use the Software to provide hosting, service bureau, on demand or outsourcing services for the benefit of a third party.

7. EXPORT RESTRICTIONS. The software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users and end use.

8. PERMISSION TO CONNECT

You hereby permit LabTech to remotely or directly access and connect to Your computer systems and network. You will cooperate in good faith to enable such connections to occur.

9. SUPPORT. LabTech may or may not provide support for the Software in our sole and absolute discretion.

10. Proprietary Rights.

a. Ownership. LabTech, or its suppliers, owns all rights, including intellectual property rights, in the LabTech Software, any materials relating thereto, and any modifications, enhancements, customizations, updates, revisions or derivative works thereof, and all results of consulting services, whether made pursuant to this agreement or a separate statement of work. No transfer of ownership will occur under this agreement. All rights not expressly granted to You are reserved by LabTech.

b. Feedback. You, from time to time, may submit comments, information, questions, data, ideas, description of processes, or other information provided to LabTech (“Feedback”). For any and all Feedback, You grants to LabTech a nonexclusive, worldwide, perpetual, irrevocable license to use, exploit, reproduce, incorporate, distribute, disclose, and sublicense any Feedback in its products and LabTech Software. You represents that You hold all intellectual or proprietary rights necessary to grant to LabTech such license, and that the Feedback will not violate the personal, proprietary or intellectual property rights of any third party.

11. Confidentiality. “Confidential Information” means all information that is either marked as confidential or that a reasonable person would deem to be confidential based on the circumstances (including the source of the information) and industry practices. By way of illustration, LabTech Confidential Information includes, but is not limited to, LabTech Software, documentation, technical data and information, methodologies and related documents, training materials, product plans and roadmaps, market strategies, business models, pricing and personnel data. You and LabTech agree to: (a) maintain in confidence the disclosing party’s Confidential Information to the same extent that the receiving party maintains its own proprietary information of similar kind and value; (b) not disclose the other party’s Confidential Information to any third party other than the receiving party’s authorized personnel who have a need to know such Confidential Information in connection with this agreement, except as expressly permitted herein or otherwise with the disclosing party’s prior written approval; and (c) not use such Confidential Information for any purpose except those permitted by this agreement. Notwithstanding the foregoing, (a) each party may provide or permit access to the disclosing party’s Confidential Information to the receiving party’s attorneys, independent accountants and financial advisors for the sole purpose of enabling such attorneys, independent accountants and financial advisors to provide advice to the receiving party, and (b) LabTech may provide or permit access to Your Confidential Information to its contractors, resellers and distributors who have a need to know such Confidential Information to assist LabTech with the activities contemplated or required of it by this agreement; provided that in each such case the third party to whom Confidential Information is being disclosed is subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and nonuse set forth in this Section 10. The obligations set forth in this Section 10 shall not apply with respect to any portion of such Confidential Information which: (a) is publicly disclosed by the disclosing party, either before or after it becomes known to the receiving party; (b) was known to the receiving party, without any obligation to keep it confidential, prior to when it was received from the disclosing party; (c) is subsequently disclosed to the receiving party by a third party that is lawfully in possession thereof and without obligation to keep it confidential; (d) has been published by a third party or otherwise enters the public domain through no fault of the receiving party or in breach of this agreement; or (e) has been independently developed or acquired by the receiving party. Moreover, the receiving Party shall have the right to disclose any Confidential Information provided hereunder if, in the reasonable opinion of the receiving party’s legal counsel, such disclosure is necessary to comply with a court order or applicable law or regulation; provided that where reasonably possible, the receiving party shall notify the disclosing party sufficiently prior to making such disclosure so as to allow the disclosing party adequate time to take whatever action the disclosing party may deem to be appropriate to protect the confidentiality of the Confidential Information. For Confidential Information pertaining to LabTech Software and LabTech intellectual property, the obligations set forth above are indefinite. For all other Confidential Information, such obligations shall continue for five (5) years from the date of initial disclosure.

12. ENTIRE AGREEMENT. This agreement, and the terms for supplements, updates, Internet-based services and support services that you use, are the entire agreement for the software and support services.

13. APPLICABLE LAW AND VENUE. Florida state law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles. You agree that any action arising under or relating to the agreement shall lie within the exclusive jurisdiction of the State and Federal Courts located in Hillsborough County, Florida.

14. Changes to Terms. LabTech may update these terms from time-to-time and we may amend them at any time to incorporate additional terms specific to additional features, materials, information, products, opportunities, and services that we may make available. All such updates and amendments are effective immediately upon notice thereof, which we may give by any means, including, but not limited to, by posting a revised version of these terms or other notice on the LabTech website. You should periodically visit this page to review the most current terms, as your continued use of the Software signifies your continuing consent to be bound by these Terms. LabTech reserve the right to revise these Terms or any portion of them at any time without notice by updating this posting. If you do not agree to the revised Terms you are not authorized to continue using the Site and you must not continue using the Site.

15. Termination. LabTech reserve the right to terminate these Terms, or to refuse, restrict, or discontinue service or access to the Software (or any portions, components, or features of the Software) to you or any other person or entity, for any reason or for no reason whatsoever, at any time, without notice or liability. If you violate any of these Terms, we may immediately terminate your permission to access and use the Software.

16. DISCLAIMER OF WARRANTY. THE SOFTWARE IS LICENSED “AS IS” WITHOUT WARRANTY OF ANY KIND. YOU BEAR THE RISK OF USING IT. LABTECH GIVES NO EXPRESS WARRANTIES, GUARANTEES OR CONDITIONS. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS WHICH THIS AGREEMENT CANNOT CHANGE. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAWS, LABTECH EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

17. LIMITATION ON AND EXCLUSION OF REMEDIES AND DAMAGES. YOU CAN RECOVER FROM LABTECH AND ITS SUPPLIERS ONLY DIRECT DAMAGES UP TO U.S. $5.00. YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES.

This limitation applies to

· anything related to the software, services, content (including code) on third party Internet sites, or third party programs, and

· claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law.

It also applies even if LabTech knew or should have known about the possibility of the damages. The above limitation or exclusion may not apply to you because your country may not allow the exclusion or limitation of incidental, consequential or other damages.