Appendix J – License Agreements
Multi-Tech Systems, Inc. RouteFinderVPN RF760/660/600VPN User Guide (PN S000323D) 170
The parties agree that as a condition of the rights and licenses granted by SurfControl under the Agreement, each license agreement to
end-users for the Bundle (“End-Users”) shall contain, at a minimum, substantially the following terms, allowing reasonable modifications to
keep consistent terminology and without materially changing the associated meaning:
SURFCONTROL SOFTWARE LICENSE AGREEMENT
PLEASE READ THIS CAREFULLY BEFORE YOU INSTALL THE SOFTWARE.
LICENSEE’S RIGHT TO USE THIS SOFTWARE IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT IN THIS LICENSE AGREEMENT (“LICENSE”).
BY CLICKING ON THE “I ACCEPT” BUTTON AND USING THE SOFTWARE, LICENSEE IS CONSENTING TO BE BOUND BY THIS LICENSE. IF LICENSEE
DOES NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE, CLICK ON THE “I DISAGREE” BUTTON AND THE INSTALLATION
PROCESS WILL NOT CONTINUE. YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND THE LICENSEE TO THIS
LICENSE.
APPLICABLE MAINTENANCE SERVICES, AS WELL AS NOTIFICATION OF SOFTWARE UPGRADES, ARE PROVIDED ONLY TO LICENSEES WHO
COMPLETE THE LICENSE REGISTRATION FORM AT THE TIME THE SOFTWARE IS INSTALLED.
1. DEFINITIONS
1.1. “Activation Key” shall mean the license key which may be provided by SurfControl to Licensee, which allows only a certain number of
users to be monitored and/or managed by the Software.
1.2. “Licensee” shall mean the individual or entity whose name appears in the signature block in the License Registration Form.
1.3. “License Registration Form” shall mean the form completed by Licensee at the time of the Software installation, which enables
SurfControl to contact Licensee in order to provided warranty services and Maintenance Services, if any.
1.4. “Maintenance Services” means the maintenance and support services provided by SurfControl to Licensee pursuant to Licensee’s
payment of the applicable maintenance fees, upon the terms set forth on the maintenance terms card enclosed with the Software
media, if applicable, or as otherwise made available in writing to Licensee by SurfControl upon Licensee’s request.
1.5. “Software” shall mean a copy of the “SurfControl” software program in object code format only, along with the user manual therefore
(“Documentation”), that is designed to operate on (i) a single computer called a server, which provides Internet access to end-user
devices connected to the server, or (ii) on a single computer which provides Internet access to the user of the computer. The Software
may contain technical limitations that limit use of the Software to a certain User Level monitored by the Software, as that number is
specified on the applicable Activation Key. The Software may contain then-current versions of the applicable Subscription Lists and
such Subscription Lists (and all updates thereto provided pursuant to a Subscription (as defined in Section 8 below), if any) are
deemed incorporated into and form a part of the Software.
1.6. “SurfControl” shall mean SurfControl plc (registered in England No. 1566321) Riverside, Mountbatten Way, Congleton, Cheshire,
CW12 1DY, England.
1.7. “Subscription Lists” are, if applicable to the Software, certain lists provided periodically on a subscription basis by Licensor for use with
the Software, including, without limitation, lists of categorized Internet Web sites, and SPAM and virus detection lists.
1.8. “User Level” shall mean the total number of users being monitored and/or managed by the Software for which Licensee has paid
SurfControl the applicable license fees pursuant to this License.
2. GRANT OF LICENSE
In consideration of payment of the license fee, which is a part of the price Licensee paid to use this Software, and Licensee’s agreement to
abide by the terms and conditions of this License, SurfControl grants to Licensee a non-exclusive, non-transferable right to use this copy of
the Software only on a single network, so long as Licensee complies with the terms and conditions of this License. The Software may not
allow additional users in excess of the User Level authorized by the Activation Key. Licensee may install the Software on any one server (or
more servers if the appropriate additional fees have been paid) within Licensee’s network. Installation on a network server for the sole
purpose of internal distribution of the Software shall not constitute a “use” for which a separate license is required, provided Licensee has
obtained a license and paid the fees for each user who is being monitored and/or managed by the Software. Licensee may make one (1)
copy of the Software solely for back-up purposes. Licensee must reproduce and include the copyright, trademark and proprietary notices on
the back-up copy. Licensee receives only the rights expressly granted to it in this License and does not receive any implied rights.
SurfControl reserves all rights not expressly granted to Licensee.
3. OWNERSHIP
This License is not a sale of the Software or any copy of the Software. An express condition of this License is that SurfControl and its
licensors retain all worldwide ownership of and rights, title and interest in and to the Software, and all copies and portions thereof, including
without limitation, all copyrights, moral rights, trademark rights, trade secret rights and other proprietary rights therein and thereto, regardless
of the form or media in or on which the Software or copies may exist. All logos and product names appearing on or in connection with it, and
any other materials provided with it, if any, are proprietary to SurfControl or its licensors and/or suppliers. Licensee agrees never to remove
any proprietary notices or product identification labels from the Software and any accompanying media, if applicable.
4. COPY RESTRICTION
This Software is protected by copyright laws around the world. Unauthorized copying of the Software, including Software which has been
modified, merged, or included with other software, is expressly forbidden. Licensee may be held legally responsible for any copyright
infringement which is caused or encouraged by Licensee’s failure to abide by the terms and conditions of this License.
5. USE RESTRICTIONS; AUDIT
Licensee must have a reasonable mechanism in place to ensure that Licensee’s use of the Software does not exceed the User Level.
Licensee may only add additional users to the User Level upon the payment of additional license fees to SurfControl. Upon notice,
SurfControl may audit Licensee’s use of the Software, at SurfControl’s option, at Licensee’s premises or by remote means, including without
limitation, by telephone interviews and facsimile transmission of relevant documents. All audits will be conducted during Licensee’s normal
business hours, to determine Licensee’s compliance with the terms of this License, including, without limitation, User Level restrictions.
SurfControl shall send an invoice to Licensee for any additional users in excess of the User Level that SurfControl may discover during any
audit, and Licensee shall pay the amount stated in the invoice within thirty (30) days of receipt of the invoice. This License shall
automatically terminate if Licensee does not pay the invoice during that time.
Licensee may not disclose, modify, adapt, translate, reverse engineer, disassemble, decompile or create derivative works from the Software
or any portion of the Software, including, without limitation, any databases that comprise the Software, the organization of such databases