Appendix J – License Agreements Multi-Tech Systems, Inc. RouteFinderVPN RF760/660/600VPN User Guide (PN S000323D) 171 and/or the Subscription Lists, if any. Licensee may not permit third parties to benefit from the use or functionality of the Software via a
service bureau or other arrangement. Licensee may not copy the Software except as expressly permitted in Section 2 above.
Licensee agrees that the use of the Software may be restricted by applicable laws and regulations, including without limitation, privacy laws.
Licensee represents and warrants that Licensee’s use of the Software shall be in compliance with any applicable laws and regulations,
including without limitation, privacy laws, and that SurfControl shall have no duty to and shall not investigate Licensee’s use of the Software
or right to use the Software. Licensee agrees to indemnify SurfControl against any claims that Licensee’s use of the Software violates the
rights of any third party or any applicable laws and/or regulations of any jurisdictions, except to the extent the Software infringes any patent,
copyright or trade secret of a third party.
6. TRANSFER RESTRICTIONS This Software is licensed only to Licensee and may not be transferred to anyone without the prior written consent of SurfControl. Any
authorized transferee of the Software shall agree in writing to be bound by the terms and conditions of this License. In no event may
Licensee transfer, assign, rent, lease, loan, time-share, sublicense, sell or otherwise dispose of the Software on a temporary or permanent
basis except as expressly provided herein. This License shall benefit SurfControl and its successors and assigns.
7. TERMINATION This License is effective on the date Licensee installs the Software and shall continue until terminated. This License will terminate
automatically without notice from SurfControl if Licensee fails to comply with any provision of this License or if Licensee becomes bankrupt,
goes into liquidation, suffers or is the subject of any winding-up petition, makes an arrangement with Licensee’s creditors, has an
administrator or receiver appointed or suffers or files any similar action in consequence of debt. Licensee may terminate this License by
destroying all copies of the Software. Upon termination Licensee shall destroy all copies of the Software. Upon termination there will be no
refund of any monies or other consideration paid by Licensee. The following Sections shall survive termination of this License for any
reason: 1, 3, 7, 9, 10, 11, 13, 14, 15 and 16.
8. MAINTENANCE AND UPGRADE POLICY SurfControl will provide maintenance and support for the Software solely pursuant to Licensee’s purchase of Maintenance Services.
SurfControl may create, from time to time, upgraded versions of the Software. SurfControl will only make such upgrades available to (a)
Licensee and authorized transferees, if any, who have completed the License Registration Form during the Software installation process
and paid any applicable upgrade fees or (b) Licensee pursuant to the Maintenance Services, if applicable.
This License does not provide Licensee with any right to any upgrades or future versions of the Subscription Lists. Licensee may have
rights to receive updates to certain Subscription Lists made generally available by SurfControl during the applicable term of Licensee’s
subscription to such Subscription Lists (the “Subscription”), if any.
9. CHOICE OF LAW This License shall be governed and construed in accordance with the laws of the United States of America and the State of California as
applied to agreements entered into and to be performed entirely within California between California residents. This License shall be
deemed to have been made and entered into in Santa Clara, California. The parties hereby submit to the non-exclusive jurisdiction of, and
waive any venue objections against, the United States District Court for the Northern District of California, San Jose Branch and the Superior
and Municipal Courts of the State of California, Santa Clara County, in any litigation arising out of or in connection with the License. The
parties expressly disclaim application of the United Nations Convention on Contracts for the International Sale of Goods.
10. LIMITED WARRANTY AND DISCLAIMER OF WARRANTY SURFCONTROL WARRANTS THAT ON THE DATE THE LICENSE REGISTRATION FORM IS COMPLETED AND THE SOFTWARE IS INSTALLED, THE
SOFTWARE WHEN USED PROPERLY, WILL SUBSTANTIALLY CONFORM WITH THE FUNCTIONS AND FACILITIES DESCRIBED IN THE
DOCUMENTATION AND IN ANY WRITTEN OPERATION GUIDE TO THE SOFTWARE GENERALLY MADE AVAILABLE BY SURFCONTROL. THIS
WARRANTY SHALL ONLY BE EFFECTIVE IF THE LICENSE REGISTRATION FORM IS COMPLETED AND SUBMITTED AT THE TIME THE SOFTWARE IS
INSTALLED. THE FOREGOING WARRANTY IS VOID, HOWEVER, IF FAILURE OF THE SOFTWARE HAS RESULTED FROM ACCIDENT, ABUSE, OR
MISAPPLICATION.
LICENSEE’S SOLE AND EXCLUSIVE REMEDY AND SURFCONTROL’S SOLE AND EXCLUSIVE LIABILITY FOR FAILURE OF THE SOFTWARE TO MEET
THE FOREGOING WARRANTY WILL BE, AT SURFCONTROL’S OPTION, TO EITHER REPAIR OR REPLACE THE DEFECTIVE SOFTWARE OR MEDIA, IF
APPLICABLE. THIS REMEDY IS SUBJECT TO LICENSEE’S FULL COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS LICENSE. LICENSEE
MUST NOTIFY SURFCONTROL WITHIN THIRTY (30) DAYS AFTER INSTALLING THE SOFTWARE OF ANY DEFECT IN ORDER TO RECEIVE THE
REMEDY STATED ABOVE. ANY REPLACEMENT MEDIA WILL BE WARRANTED FOR THE REMAINDER OF THE ORIGINAL WARRANTY PERIOD.
OUTSIDE THE UNITED STATES, THIS REMEDY IS NOT AVAILABLE TO THE EXTENT SURFCONTROL AND/OR ITS LICENSORS ARE SUBJECT TO
RESTRICTIONS UNDER UNITED STATES EXPORT CONTROL LAWS AND REGULATIONS.
EXCEPT FOR THE WARRANTIES STATED IN THIS SECTION 10, THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, THE SUBSCRIPTION LISTS, IF
APPLICABLE, AND ANY DOCUMENTATION, IS PROVIDED “AS IS” WITHOUT ADDITIONAL WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.
FURTHER, SURFCONTROL DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF
USE, OF THE SOFTWARE, SUBSCRIPTION LISTS OR WRITTEN MATERIALS PROVIDED BY SURFCONTROL IN TERMS OF CORRECTNESS,
ACCURACY, COMPLETENESS, RELIABILITY, CURRENTNESS, OR OTHERWISE. SURFCONTROL SPECIFICALLY DOES NOT WARRANT THAT THE
SOFTWARE OR SUBSCRIPTION LISTS WILL PREVENT ACCESS TO OFFENSIVE OR OBSCENE MATERIAL, OR SPAM OR VIRUSES FROM AFFECTING
LICENSEE’S COMPUTER NETWORK. LICENSEE ACKNOWLEDGES THAT IT IS LICENSEE’S SOLE RESPONSIBILITY TO MAINTAIN SUCH
WORKPLACE POLICIES AND PROCEDURES TO ENSURE AN ENVIRONMENT FREE OF HOSTILITY AND SEXUAL HARASSMENT. LICENSEE
ASSUMES THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE AND SUBSCRIPTION LISTS, IF ANY.
SURFCONTROL MAKES NO OTHER WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE AVAILABILITY
OF SURFCONTROL’S SITE ON THE WORLDWIDE WEB, OR THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS,
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. No oral or written information or advice given by SurfControl, its dealers,
distributors, agents or employees shall create a warranty or in any way increase the scope of this warranty and Licensee may not rely on
any such information or advice.
11. LIMITATION OF LIABILITY IN NO EVENT WILL SURFCONTROL OR ITS AFFILIATES, SUPPLIERS, AND/OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
ECONOMIC, COVER, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, SUBSCRIPTION LISTS,
USER DOCUMENTATION, OR RELATED TECHNICAL SUPPORT, INCLUDING, WITHOUT LIMITATION, DAMAGES OR COSTS RELATING TO THE LOSS
OF PROFITS, BUSINESS, GOODWILL, DATA, OR COMPUTER PROGRAMS, OR ANY DAMAGES RELATED TO ACCESS OR EXPOSURE TO OFFENSIVE
OR OBSCENE MATERIAL, SPAM AND/OR VIRUSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE TOTAL
LIABILITY OF SURFCONTROL AND ITS AFFILIATES, SUPPLIERS, AND/OR LICENSORS EXCEED THE AMOUNT PAID BY LICENSEE FOR THE
SOFTWARE.
THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT,
BREACH OF WARRANTY, SURFCONTROL’S NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS.