GETAC VIDEO SOLUTIONS END USER LICENSE AGREEMENT

BY USING THIS SOFTWARE, YOU HEREBY AGREE TO THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT SET FORTH BELOW

This End User License Agreement (“Agreement”) is between Getac Video Solutions, Inc., located at 3600 American Blvd W, Ste 460, Bloomington, MN 55431 (“GVS”), and You, the user of this Software. The term, “Software,” as used in this Agreement, shall mean any and all software, including “Cloud Software,” “Server Software,” “Device Software,” applications, or updates developed and sold by GVS, or its affiliate, WHP Workflow Solutions, Inc. d/b/a IRSA Video.
“Cloud Software” means any and all software, applications, or updates that are installed on a remote cloud server.
“Server Software” means any and all software, applications, or updates that are installed on Your local servers.
“Device Software” means any and all software, applications, or updates that are installed on Your computing devices, including body worn cameras, DVRs, and docks.
 This Agreement describes the terms that apply to Your use of the Software. These terms also apply to any GVS provided supplements, documentation, and support services for this Software.

1. License.

The Software is licensed, not sold. Your use of Cloud Software requires payment by You to GVS, according to GVS’s current pricing and payment terms, as the case may be, or according to such other written agreement that You may enter into with GVS. Your use of Device Software or Server Software, with full functionality and rights, requires payment by You to GVS according to GVS’s current pricing and payment terms, as the case may be, or according to such other written agreement that Customer may enter into with GVS.

1. Grant of License.

GVS hereby grants to You, and You hereby accept, subject to the terms and conditions set forth herein, a non-exclusive, non-transferable license, without the right to sublicense, to use the computer-executable code of the Software and web browser code generated by the Software solely for Your own internal business use, provided that (i) if the software is Server Software, the said use must be limited to business use on a single server that is under Your control; or (ii) if the software is Device Software, the said use must be limited to business use on a single computing device. In doing so, You must comply with any technical limitations in the Software that only allow You to use it in certain ways.

1. Restrictions on Copying and Modification.

You may not (i) copy the Software, except that You may make a single copy of the software for back-up purposes only; (ii) modify or alter the software; (iii) create derivative works of the software; (iv) decompile or reverse engineer the software; (v) translate the software or reduce the software by any other means to a human-readable form; and (vi) work around any technical limitations in the software. You may implement interfaces to transfer data to and from the Software using facilities present in the Software.

1. Ownership.

You may not sell, transfer, or lend the Software to, any other person or entity. You may not remove or alter any copyright or other proprietary notice contained in the Software. Title to, and ownership of, and all proprietary rights in, the software and each copy thereof shall remain at all times with GVS or its third party licensors. Whenever applicable, You are required to display GVS’s trade name and/or trademark (the “GVS Trademark”) to identify that the Software is “Powered by GVS.” Except for the foregoing, You shall not use any of GVS’s trade names, trademarks, service marks or other designation(s) for any purpose without express written permission by GVS.

1. Term and Termination.

Your license begins or began when GVS receive(d/s) payment for Your license. GVS may terminate Your license at any time if any of the following events occurs: (1) any royalties or other sums payable are not paid when due and remain unpaid for thirty (30) days after GVS gives written notice of non-payment to You; (2) a material breach of this Agreement by You, unless such material breach is curable and is cured by You within five (5) business days after notice of such breach is provided by GVS; or (3) You go into liquidation either compulsorily or voluntarily (except for the purpose of reconstruction or amalgamation), or if a receiver, administrative receiver or administrator is appointed in respect of the whole or any part of its assets or business, or if You make any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt.
 
 Upon termination of Your license, You will lose rights and functionality with respect to the Software, as set forth in this Section. With respect to Cloud Software, GVS and You agree that GVS may (1) restrict and/or deny access to data stored in the cloud, and/or (2) delete Your data, upon termination or expiration of Your license. In the event GVS elects to delete Your data, GVS shall be required to provide thirty (30) days written notice stating GVS’s intent to delete Your data.
 
 If Your license for Device Software expires or terminates, due to non-payment, breach of this Agreement, or otherwise, You will lose certain rights with respect to the Device Software and Server Software (if You licensed Server Software), which includes the right to receive updates, support, and maintenance. After Your Device Software license expires or is terminated, You will no longer receive updates, support, or maintenance for Device Software or Server Software, and You may no longer be able to upload data to Server Software. GVS reserves all other rights.

1. Data Use.

You agree that GVS may collect and use technical data and related information from its Software and peripherals to facilitate the provision of software improvements and updates, product support, and any other services related to the Software, and that GVS may access Your data in the process of facilitating operations and support of Your services. In addition, GVS may use and collect technical data and related information from Your data-hosting environment if You have purchased any management or implementation services associated with cloud, on-premise, or hybrid data-hosting, as the case may be. You agree GVS may share technical data and related from the Software and peripherals with authorized resellers providing services to You, as long as such information is not criminal justice information (“non-CJI”).

1. Payment Term.

Unless otherwise agreed to in writing by both parties, all royalties or other sums payable by You due hereunder shall be made in United States currency. You shall issue Purchase Orders that shall specify Your name and address and the quantity of license units ordered. Payments shall be made to GVS thirty (30) days after the invoice has been issued to You. Any applicable taxes will also be payable by You. GVS reserves the right to impose a late payment charge of one and one-half percent (1.5%) per month.

1. Confidentiality.
   1. 2.1 Neither party shall use or disclose the other’s Confidential Information (as hereinafter defined) except as expressly authorized by this Agreement, and shall protect all such Confidential Information using the same degree of care that such party uses with respect to its own proprietary information, but in no event with safeguards less than a reasonably prudent business would exercise under similar circumstances. Each party’s obligations regarding the protection of Confidential Information shall survive any expiration or termination of the Agreement. Each party shall take prompt and appropriate action to prevent or remedy any unauthorized use or disclosure of the Confidential Information.
   2. 2.2 If any Confidential Information must be disclosed to any third party by reason of any legal, accounting or regulatory requirement beyond the reasonable control of You, You shall promptly notify GVS of such requirement, permit GVS (at its own expense) to seek an appropriate protective order, and cooperate with GVS in its efforts to do so.
   3. 2.3 “Confidential Information” means (i) the Software; (ii) the technology, ideas, know how, documentation, processes, algorithms and trade secrets embodied in the Software; and (iii) any other information, whether disclosed orally, visually or in written or digital media, that is identified as “confidential,” “proprietary,” or similarly at the time of such disclosure. Confidential Information shall not include any information that is (a) published or otherwise available to the public other than by breach of this Agreement by You; (b) rightfully received by You from a third party without confidential limitations; (c) independently developed by You as evidenced by appropriate records; (d) known to You prior to its first receipt of same from GVS as evidenced by appropriate records; (e) hereinafter disclosed by GVS to a third party without restriction on disclosure; or (f) approved for public release by written authorization of GVS.
2. No Warranty; Limitations on Liability.
   • THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ALL OF WHICH WARRANTIES ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED.
      IN NO EVENT SHALL GVS BE LIABLE FOR DAMAGE TO OR INTERFERENCE WITH THIRD-PARTY SOFTWARE ARISING FROM THE USE OF GVS SOFTWARE. YOU BEAR THE RISK OF USING THE SOFTWARE. YOU AGREE GVS IS NOT RESPONSIBLE FOR INSTALLING, MAINTAINING, OR UPDATING ANY THIRD-PARTY SOFTWARE OR ON-PREMISE SERVERS, REGARDELSS OF WHETHER SUCH THIRD-PARTY SOFTWARE OR ON-PREMISE SERVERS MAY BE REQUIRED TO RUN GVS SOFTWARE.
   • IN NO EVENT WILL GVS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, RELIANCE OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES, EVEN IF GVS HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT, HOWEVER, SHALL THE MAXIMUM LIABILITY OF GVS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OR USE OF THE SOFTWARE, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE GREATER OF: (i) THE FEES, IF ANY, YOU PAID FOR THE SOFTWARE; OR (ii) ONE THOUSAND DOLLARS (US$1,000).
3. Indemnification.
   1. You shall indemnify and hold GVS, its officers, boards, employees and agents harmless from any and all claims, injuries, suits, actions, judgments, damages, losses, costs, expenses and liabilities of any kind whatsoever, including but not limited to, attorney's fees and costs of defense which may be the result of willful, negligent or tortious conducts arising out of the performance of this Agreement, regardless of whether or not the negligent act is caused in part by a party indemnified hereunder, to the extent You not prohibited by operation of law from indemnifying GVS in accordance with the terms of this Section. If You are prohibited from entering into an indemnification agreement by operation of law, this Section shall become null and void, and severed from this Agreement as set forth in Section 7(e).
4. Compliance with Laws.
   1. Each party is responsible for its compliance with all laws and regulations. Without limiting the generality of the foregoing, You shall comply fully with all export laws and regulations of the United States and other countries to insure that neither the Software, nor the direct product thereof, is exported, directly or indirectly, in violation of such laws.
5. Notices.
   • GVS.

Written notices to GVS for purposes of this Agreement are to be sent to: Getac Video Solutions, Inc. 3600 American Blvd W Bloomington, MN 55431

1. You

Written notices to You for purposes of this Agreement shall be sent to Your address GVS has on file.

1. Miscellaneous.
   • Entire Agreement.

This Agreement sets forth the complete understanding of the parties with respect to the subject matter hereof and supersedes all prior understandings and communications relating thereto. This Agreement replaces and supersedes any prior “Clickwrap” or “Shrinkwrap” software licensure agreement accepted by specific performance between You and GVS for the Software and any prior versions thereof.

1. Modification; Waiver.

This Agreement may not be modified, amended, or superseded except pursuant to a written instrument mutually signed by both parties, or as explicitly superseded according to Section 7(a).

1. Governing Law.

This Agreement shall be governed by and construed in accordance with the substantive laws of the state of Minnesota. All disputes arising out of this Agreement shall be resolved exclusively in the federal or state courts located within Minnesota, and You hereby agree to the personal jurisdiction and venue of such courts.

1. Successors and Assigns.

This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns, but You may not assign or otherwise transfer this Agreement or Your rights and duties without the prior written consent of GVS.

1. Severability.

In the event that any provision of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, to such extent such provision shall be deemed null and void and severed from this Agreement, and the remainder hereof shall remain in full force and effect.

1. Third Party Terms.

Your use of the software is subject to any third party terms and conditions that accompany the software or that GVS may tell You about at a later date (if any).

1. U.S. Government Restricted Rights.

The software is commercial in nature and developed solely at private expense. The software is delivered as a commercial item and as such is provided with only such rights as are provided in this standard commercial license agreement.

1. 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 use.