END-USER LICENSE AGREEMENT (EULA) 

IMPORTANT – READ CAREFULLY: THIS END-USER LICENSE AGREEMENT (THIS "AGREEMENT") 
IS A LEGAL AGREEMENT BETWEEN YOU AND SIMBA (HEREINAFTER DEFINED). PLEASE READ 
THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE PROGRAM 
(HEREINAFTER DEFINED). THE PROGRAM MAY INCLUDE PRODUCT ACTIVATION AND OTHER 
TECHNOLOGY DESIGNED TO PREVENT UNAUTHORIZED USE AND COPYING. BY INSTALLING OR 
USING THE PROGRAM YOU CONSENT TO THE TRANSMISSION OF CERTAIN COMPUTER 
INFORMATION REQUIRED FOR ACTIVATION AND/OR VALIDATION. 

EFFECT OF PURCHASE ORDERS; ORDERING DOCUMENTATION. SIMBA WILL NOT BE BOUND BY, 
AND SPECIFICALLY OBJECTS TO, ANY TERM, CONDITION OR OTHER PROVISION THAT IS 
DIFFERENT FROM OR IN ADDITION TO THE SALES ORDER ASSOCIATED HEREWITH AND/OR 
THIS AGREEMENT THAT IS PROFFERED BY YOU IN ANY RECEIPT, ACCEPTANCE, 
CONFIRMATION, CORRESPONDENCE, OR OTHERWISE. FURTHER, ALL PREPRINTED CLAUSES ON 
ANY ORDER FORM PROVIDED BY YOU ARE DEEMED DELETED OR SUPERSEDED BY SAID SALES 
ORDER AND/OR THIS AGREEMENT. 

OTHER CONTRACTS. THE TERMS AND CONDITIONS OF THIS AGREEMENT MAY BE MODIFIED BY 
A SEPARATE SOFTWARE LICENSE AGREEMENT BETWEEN SIMBA AND THE PROGRAM’S END 
USER. 

USE CONSENT. YOU ARE DEEMED TO CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS 
OF THIS AGREEMENT BY INSTALLING, COPYING, OR OTHERWISE USING THE PROGRAM. 
FUTHERMORE, THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY PERSON THAT 
OBTAINED THE PROGRAM AND ON WHOSE BEHALF IT IS USED. 

ELECTRONIC SIGNATURE. YOU AGREE TO THE USE OF ELECTRONIC COMMUNICATION TO 
ENTER INTO THIS AGREEMENT AND HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS UNDER 
ANY LAWS OR REGULATIONS IN ANY JURISDICTION THAT REQUIRE AN ORIGINAL 
(NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS 
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW. IF YOU DO NOT AGREE TO THE TERMS 
AND CONDITIONS OR THIS AGREEMENT, DO NOT PROCEED WITH THE DOWNLOAD, 
INSTALLATION OR USE OF THE PROGRAM. 

1. GENERAL TERMS; AUTHORITY. This Agreement governs your use of the 
accompanying computer software program or technology (the "Program"), which 
Program is owned or controlled by Simba Technologies Incorporated, or one of 
its subsidiaries or affiliates (collectively referred to herein as "Simba"). 
You represent and warrant that you have authorized the download and 
installation of the Program, or the owner of the computer or server on which 
it will be installed has authorized you to do so. Your rights to use and 
reproduce the Program are expressly set out in this Agreement. 

2. USE INDEMNIFICATION. You agree to defend, indemnify and hold harmless 
Simba, its suppliers and its resellers from and against liabilities, costs, 
damages and expenses (including settlement costs and reasonable attorney fees) 
arising from any claims from anybody that result from or relate to your use, 
reproduction or distribution of the Program. 

3. OWNERSHIP RIGHTS. The Program is licensed and not sold. The Program is 
protected by Canadian and United States copyright laws and international 
treaty provisions. Simba owns and retains all right, title, and interest in 
and to the Program, including all copyrights, patents, trade secret rights, 
trademarks, and other Intellectual Property Rights therein. Nothing in this 
Agreement, including the possession, installation, or use of the Program 
assigns or transfers to any person any title, right or interest to the 
Intellectual Property Rights in the Program, except as explicitly specified in 
this Agreement. For purposes of this Agreement, the sale of the Program shall 
mean and confer only the license right to use the Software as specified in 
this Agreement. "Intellectual Property Rights" means patents, rights to 
inventions, copyright and related rights, trademarks, trade names and domain 
names, rights in get-up, rights in goodwill or to sue for passing off, rights 
in designs, rights in computer software, database rights, rights in 
confidential information (including know-how and trade secrets) and any other 
intellectual property rights, in each case whether registered or unregistered 
and including all applications (or rights to apply) for, and renewals or 
extensions of, such rights and all similar or equivalent rights or forms of 
protection which may now or in the future subsist in any part of the world. 

4. LICENSE GRANT. Subject to the terms and conditions of this Agreement, Simba 
grants a limited, non-exclusive, non-transferable, and non-sub-licensable 
right to you to download, install and use the Program for the term and as 
otherwise indicated on the invoice associated with your purchase of the 
relevant Program(s) (the "License"). You will immediately inform Simba if the 
Program is intended to be used outside the scope of the License. A separate 
license for any use outside the scope of this Agreement must be obtained from 
Simba in writing in advance of any such use. Notwithstanding anything to the 
contrary contained herein, an upgrade to new versions/releases of the 
Program(s) is outside the scope of the License and such upgrade(s) must be 
licensed separately. 

5. SUBSCRIPTION FEES; EFFECT OF NON-PAYMENT. Unless the License is perpetual, 
the License shall be limited, non-perpetual and granted on a subscription-fee 
basis requiring annual renewal. Failure to renew and pay the subscription fee 
will cancel and terminate your rights to use the Program. You have the 
obligation to pay and remit the subscription fee on a timely basis and in 
advance. 

6. TRANSFER AND USE RESTRICTIONS. You may not sell, license, sub-license, 
lend, rent, share, lease, transmit, telecommunicate, distribute, embed, assign 
or otherwise transfer the Program to others. You must comply with all 
applicable Canadian, United States and other export control laws related to 
your use of the Program. Except as expressly permitted above, you may not 
modify, reverse engineer, decompile, decrypt, extract or otherwise disassemble 
the Program. The License does not permit you to distribute or make the Program 
available over any network where it could be used by multiple devices at the 
same time. The License does not permit you to directly or indirectly, reverse 
engineer, adapt, modify, decompile, disassemble, translate the Program or 
create derivative works based on the Program in any way including without 
limitation, removal of the installer program, electronic end user license 
agreement, "About" screen, or any copyright or other proprietary notice that 
appears in the Program, or otherwise attempt to discover the source code of 
the Program. In addition, the License does not permit you to remove or alter 
any proprietary notices or labels on the Program. There shall be no rights 
implied to you or any person using the Program. The license rights granted 
under this Agreement shall terminate immediately in the event of a breach of 
any provisions of this Agreement. 

7. TERMINATION. Simba may terminate this Agreement immediately and without 
prior notice if you breach any term, or otherwise fail to strictly comply with 
this Agreement. In the event of termination for any reason, you agree to 
immediately destroy and/or erase the original and all copies of the Program 
and to discontinue its use, and you will not otherwise retain or store the 
Program or any copies thereof, in any form or medium. You also agree to 
provide to Simba proof of confirmation of your discontinuance and non-use upon 
request. 

8. WARRANTIES. Simba warrants for a period of ninety (90) days from the date 
the Program is delivered to you that the Program shall substantially conform 
to Simba’s documented specifications. In the event of any alleged breach of 
the above express warranties, you shall report the details of such alleged 
breach in writing to Simba within the specified ninety (90) day warranty 
period. If such alleged breach is reported as required and substantiated by 
Simba, your exclusive remedies shall be, at Simba’s sole option, for Simba to 
promptly repair or replace the Program or any portion thereof necessary to 
remedy the breach, or to refund the fees actually received by Simba for the 
License. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT 
THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA PROVIDES THE PROGRAM 
(INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", 
"WHERE IS" BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR 
STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF 
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, 
OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF 
TRADE. SIMBA DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL 
MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR 
FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. 
FURTHERMORE, SIMBA DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE 
USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, 
ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE 
GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN 
ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. 

9. DISCLAIMER & RELEASE. EXCEPT RELATED TO THE EXPRESS WARRANTIES AND 
INDEMNITIES SET FORTH HEREIN, YOU HEREBY WAIVE, RELEASE AND DISCLAIM, ALL 
WARRANTIES, CONDITIONS, INDEMNITIES, OBLIGATIONS AND LIABILITIES OF SIMBA AND 
ALL OTHER REMEDIES, RIGHTS, CAUSES OF ACTION AND CLAIMS AGAINST SIMBA WITH 
RESPECT TO THE PROGRAM, ALL RELATED DOCUMENTATION AND ANY SERVICES FURNISHED 
UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY OBLIGATION, 
LIABILITY, RIGHT, REMEDY OR CLAIM IN CONTRACT, INCLUDING FUNDAMENTAL BREACH, 
TORT, NOTWITHSTANDING ANY FAULT, NEGLIGENCE, STRICT LIABILITY OR PRODUCT 
LIABILITY OF SIMBA (WHETHER ACTIVE, PASSIVE OR IMPUTED) AND ANY OBLIGATION, 
LIABILITY, REMEDY, RIGHT OR CLAIM FOR INFRINGEMENT. YOU ACKNOWLEDGE THE 
PROGRAM IS NOT DESIGNED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS 
REQUIRING FAIL-SAFE CONTROLS, INCLUDING, BUT NOT LIMITED TO, OPERATION OF 
NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC 
CONTROL, LIFE SUPPORT OR WEAPONS SYSTEMS. WITHOUT LIMITING THE GENERALITY OF 
THE FOREGOING, SIMBA EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OR 
CONDITION OF FITNESS FOR SUCH PURPOSES. YOU ACKNOWLEDGE THAT SIMBA IS ONLY 
WILLING TO ENTER INTO THIS AGREEMENT ON THE CONDITION THAT YOU AGREE TO BE 
BOUND BY THE LIMITATIONS SET FORTH IN THIS AGREEMENT. 

10. LIMITATION OF LIABILITY. SIMBA WILL HAVE NO LIABILITY OR OBLIGATION FOR 
ANY DAMAGES OR REMEDIES, INCLUDING, WITHOUT LIMITATION, THE COST OF SUBSTITUTE 
GOODS, LOST OR CORRUPTION OF DATA, LOST PROFITS, LOST REVENUES OR ANY OTHER 
DIRECT, INDIRECT, INCIDENTAL, SPECIAL, GENERAL, PUNITIVE, CONSEQUENTIAL OR 
EXEMPLARY DAMAGES, ARISING OUT OF THIS AGREEMENT OR THE USE OR INABILITY TO 
USE THE PROGRAM. IN NO EVENT WILL SIMBA’S TOTAL AGGREGATE LIABILITY (WHETHER 
IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), WARRANTY, TORT (INCLUDING 
NEGLIGENCE), PRODUCT LIABILITY, INTELLECTUAL PROPERTY INFRINGEMENT OR OTHER 
LEGAL THEORY WITH REGARD TO THE PROGRAM AND/OR THIS AGREEMENT EXCEED THE FEES 
ACTUALLY RECEIVED BY SIMBA DIRECTLY ATTRIBUTABLE TO THIS LICENSE OR ONE 
HUNDRED DOLLARS ($100.00), WHICHEVER IS LESSER. Furthermore, Simba will not be 
liable for any delay or failure to perform its obligations under this 
Agreement as a result of any causes or conditions beyond Simba’s reasonable 
control as determined in its sole discretion. 

11. INTELLECTUAL PROPERTY CLAIMS. Subject to Section 10 hereof, Simba will 
indemnify and hold you harmless against any damages resulting from use of the 
Program finally awarded against you pursuant to a judicial proceeding, to the 
extent such proceeding is based upon an infringement of any valid U.S. or 
Canadian patent issued prior to the date you receive the Program from Simba, 
or any valid U.S. or Canadian copyright by the Program, provided that you: (i) 
promptly give written notice of the claim to Simba; (ii) give Simba sole 
control of the defense and settlement of the claim; (iii) provide to Simba all 
available information and assistance; and (iv) have not compromised or settled 
such claim. If the Program is found to infringe or in Simba’s opinion is 
likely to infringe, Simba may at its sole discretion elect to: (i) obtain for 
you the right to use the Program; (ii) replace or modify the Program so that 
it is non-infringing; or (iii) remove the Program and refund fees paid by you 
to Simba for the Program. Simba will have no obligation under this Section 11 
for any claims which result from: (i) use of the Program in combination with 
any non-Simba provided software (including any portion of the Program not 
authored by Simba); (ii) Simba’s compliance with your designs or 
specifications; (iii) modification of the Program by you or anyone other than 
Simba; or (iv) use of an allegedly infringing version of the Program, if the 
alleged infringement could be avoided by the use of a different version made 
available to you by Simba. This Section 11 sets forth the entire liability of 
Simba and your exclusive remedies for claims of infringement involving the 
Program. 

12. CONFIDENTIAL INFORMATION. You acknowledge that the Program and its 
associated materials constitute confidential information of Simba that is 
proprietary and valuable to Simba and its licensors and you will use the same 
level of care as a reasonable and prudent businessperson would to protect and 
safeguard the confidentiality of such confidential information while it is in 
your possession or control. You will not use or reproduce the Program for any 
purpose not expressly set out herein and will not disclose to or grant any 
other party access to the Program for any purpose, other than as expressly 
permitted herein. You acknowledge and agree that you will not publish or make 
public any performance details or information about the Program without the 
prior written permission of Simba. You acknowledge and agree that performance 
and testing results are confidential information and will only be shared with 
those within your organization who have a need to know. If you breach your 
confidentiality covenants herein, then in addition to any other remedies Simba 
may be entitled to, Simba will be entitled to apply to a court of competent 
equitable jurisdiction for and obtain injunctive relief, including an 
interlocutory injunction, to enjoin such breach or any anticipated breach. You 
acknowledge that other remedies will not adequately compensate Simba in the 
event of your breach or anticipated breach of your confidentiality covenants 
herein. Your confidentiality covenants in this Section 12 will not apply to 
information which you can conclusively prove: (i) was developed independently 
by you without the use of the Program; (ii) is generally available to the 
public; or (iii) is available to you on a non-confidential basis from other 
lawful sources. 

13. U.S. GOVERNMENT RESTRICTED RIGHTS LEGEND. If the Program is acquired by 
any agency or other part of the U.S. government in a transaction subject to 
the Federal Acquisition Regulations or the Defense Federal Acquisition 
Regulations, the Program is furnished with Restricted Rights. Use, 
duplication, or disclosure of the Program by the U.S. government is subject to 
all applicable restrictions set forth in such Regulations, as amended from 
time to time, including subparagraphs (c)(1) and (2) of the Commercial 
Computer Software-Restricted Rights clause at Section 48 C.F.R. 52.227-19. 

14. SURVIVAL. Sections 2, 3, 5, 6, 7, 8, 9, 10, 11, 14, 15, 16, 17, 18 and 20, 
and all other provisions of this Agreement which may reasonably be interpreted 
as surviving termination of this Agreement, shall survive the termination of 
this Agreement. 

15. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between 
you and Simba regarding the Program. If any provision is found to be invalid 
by a court of competent jurisdiction, the balance of the provisions will 
remain in full force and effect. This Agreement will be governed by and 
construed in accordance with the laws of the State of Texas, United States, 
excluding its conflict of laws rules. The parties hereby attorn to the 
jurisdiction of the courts located within the city of Austin, State of Texas, 
United States, in the event of any dispute hereunder. The provisions of the 
U.N. Convention on Contracts For The International Sale of Goods (1980) and 
the American Law Institute’s Principles of the Law of Software Contracts 
("Principles") are expressly excluded. The parties agree that (i) the 
Principles shall have no application whatsoever to the interpretation or 
enforcement of this Agreement, and (ii) neither party shall invoke the 
Principles in whole or in part in any proceeding relating to this Agreement. 
Notwithstanding the foregoing, Simba may bring suit in any appropriate forum 
or court of competent jurisdiction for any breach of this Agreement or 
misappropriation of its intellectual property rights, including claims for 
equitable and injunctive relief. 

16. ENUREMENT. The rights, restrictions, limitations, disclaimers and remedies 
granted to, retained by, or for the benefit of Simba will enure to the benefit 
of and will be enforceable by Simba and its licensors, successors and assigns. 
The obligations, covenants and rights, which apply to you, will enure to your 
benefit and will be binding on you and your permitted successors and assigns. 

17. PUBLICITY. You agree that Simba may, at its option, refer to you in its 
marketing and promotional materials as a licensee of the Program, unless you 
advise Simba to the contrary in writing within thirty (30) days of the date 
you receive the Program. 

18. NON-PERSONAL DATA. You agree that Simba may collect, maintain, process and 
use diagnostic, technical and related information, including information 
related to your device, computer, system, application software, peripherals to 
facilitate the provision of software update, product support and compliance 
verification, and otherwise to improve the Program and other software products 
and delivery of related services. 

19. TAXES. You certify that you are not resident in Canada for purposes of the 
Excise Tax Act and that you are not registered under that Act. Where 
applicable, you agree to advise Simba in the event there is any change to your 
residence status or should you become registered for the purposes of the 
Excise Tax Act. 

20. FORCE MAJEURE. Simba shall not be liable hereunder for any failure or 
delay in the performance of its obligations under this Agreement if such 
failure or delay is on account of causes beyond its control, including labor 
disputes, civil commotion, war, fires, floods, inclement weather, governmental 
regulations or controls, casualty, government authority, strikes, or acts of 
God, in which event Simba shall be excused from its obligations for the period 
of the delay and for a reasonable time thereafter. 

v.2017.01 

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