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Stratodesk Corp., Software End User License Agreement

CAREFULLY READ ALL TERMS AND CONDITIONS OF THIS END USER LICENSE
AGREEMENT ("LICENSE", "AGREEMENT" OR "EULA"). BY INSTALLING OR USING
STRATODESK'S SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS
AGREEMENT AND UNDERSTAND IT, AND YOU AGREE TO BE BOUND BY ITS TERMS
AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT,
CLICK CANCEL AND DO NOT INSTALL, COPY OR USE THE SOFTWARE IN ANY
MANNER.

 In this Agreement, the term "you" or "your" means you as the natural person or the
entity that is agreeing to be bound by the terms and conditions of this Agreement.

 1. SOFTWARE. Software ("Software") consists of any or all of the following: (i)
Stratodesk's NoTouch OS Software; and Stratodesk's NoTouch Center
Software; and Stratodesk Virtual Appliance (ii) documentation; (iii) updates; (iv) upgrades;
or (v) any copy of the Software, documentation, updates or upgrades
provided by Stratodesk Corp. ( "Stratodesk"). Stratodesk in its sole discretion, may
revise, change or discontinue any component, part or feature of the Software at any
time and without notice.

2. LICENSE. Stratodesk hereby grants you, and you agree to accept, subject to the
terms of this Agreement, a limited, non-exclusive license to install and use the
Software on a per device basis. This license may not be transferred or assigned by
you without the express written consent of Stratodesk.  This license does not grant
you the right to grant sub-licenses.  This license does not grant you the right to
receive from Stratodesk any documentation, support, on-line or telephone
assistance, updates (except as may be expressly stated in this Agreement), upgrades
or other enhancements to the Software. This is a license of the Software only. This
Agreement is not a sale of the Software.

3. PROPRIETARY RIGHTS. Except for the rights specifically granted in this Agreement,
all proprietary and intellectual property rights in or related to the Software are and
will remain the exclusive property of Stratodesk or its licensors. You are not
permitted to delete, change, remove or alter any trademark, copyright, logo or other
proprietary notice in or on the Software.

4. GPL SOFTWARE. GPL software is licensed to you under the GNU General Public
License as published by the Free Software Foundation ("GPL"). A copy of the GPL is
included on the media on which you received the Software or included in the files
you downloaded. You may download the GPL Source Files from Stratodesk's web site
at www.stratodesk.com. Stratodesk makes no warranties with regard to any third
party software or materials.

5. OPEN SOURCE SOFTWARE. Open Source software ("Open Source") consists of
various Open Source software components licensed under the terms of applicable
open source license agreements. The Open Source software licenses are available in
the open_source_licenses.txt file at www.stratodesk.com.

6. RESTRICTIONS. You may not, or permit others to, (i) de-compile, reverse engineer,
reverse compile, modify or attempt to derive any source code obtained under this
Agreement; (ii) create any derivative works of the Software; (iii) remove, alter,
obscure or deface any copyright notice, trademark, logo, or other notice identifying
Stratodesk or its licensors; (iv) make any copies of the Software except for an
archival copy for back-up purposes; (v) attempt to "hack" or "crack" or otherwise
override any activation key or other mechanism that may be provided or necessary
to access the Software; or (vi) use the Software in any manner that violates any law,
this Agreement or the rights of Stratodesk or any third party.

7. UPDATES. For a period of ninety (90) days following your receipt of the Software,
Stratodesk will deliver electronically to your computer automated updates, upgrades,
modifications, and/or patches (collectively referred to as "Updates"). This
Agreement will govern your use of Updates. Stratodesk, in its sole discretion,
reserves the right to require you to agree to additional terms and conditions
regarding the Updates prior to your installation and use of the Updates.

8. LIMITED WARRANTY. Stratodesk warrants that upon your receipt of the Software
and for a period of ninety (90) days thereafter ("Warranty Period"), the media, if any
on which the Software is embedded will be free of defects in material and
workmanship under normal use. Stratodesk does not warrant that (i) the Software
and any related Updates will be free of defects, (ii) the Software will satisfy all of
your requirements or (iii) the use of the Software will be uninterrupted or error-free.
In case of breach of warranty related to the quality of the media, you must return at
your expense and no later than ten (10) days after the expiration of the Warranty
Period, the Software to Stratodesk, together with a copy of your dated proof of
purchase. Stratodesk will, at its sole option, repair or replace the defective media, or
if not practicable, may terminate this Agreement and refund to you the amount paid
for the Software. You acknowledge that this Paragraph 8 sets forth your exclusive
remedy and Stratodesk's exclusive liability for any breach of warranty or any other
duty related to the quality of the Software. EXCEPT FOR THE PRECEDING EXPRESS
LIMITED WARRANTY SET OUT IN THIS PARAGRAPH 8, OR OTHERWISE EXPRESSLY
PROVIDED IN A SEPARATE AGREEMENT WITH STRATODESK, THE SOFTWARE IS
PROVIDED ON AN "AS IS" BASIS WITH ALL FAULTS. ALL WARRANTIES, TERMS,
CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT
TO THE SOFTWARE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM,
PRIOR ORAL OR WRITTEN STATEMENTS BY STRATODESK, ITS LICENSORS OR
REPRESENTATIVES OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY
IMPLIED WARRANTY OF NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL
PROPERTY RIGHTS) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED. SOME
STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES,
SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU
SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY
FROM STATE TO STATE OR COUNTRY TO COUNTRY.

9. LIMITATION OF LIABILITY.
UNDER NO CIRCUMSTANCES WILL STRATODESK OR ITS LICENSORS,
REPRESENTATIVES, SUPPLIERS, AGENTS OR RESELLERS BE LIABLE FOR ANY
CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES,
WHETHER FORSEEABLE OR UNFORSEEABLE, ARISING OUT OF OR IN ANY WAY
RELATING TO THIS AGREEMENT OR THE USE OF, OR INABILITY TO USE, THE
SOFTWARE, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA,
GOODWILL, PROFITS, USE OF MONEY OR USE OF THE SOFTWARE, INTERRUPTION IN
USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF
OTHER ASSETS, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER
COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF,
AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR
OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, STRATODESK'S
ENTIRE COLLECTIVE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL
NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES YOU PAID FOR THIS LICENSE
(IF ANY) AND REPLACEMENT OF DEFECTIVE MEDIA OR PROVISION OF A REASONABLY
SIMILAR SOFTWARE PRODUCT, AS DETERMINED AT STRATODESK'S SOLE DISCRETION,
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, SO THIS EXCLUSION AND
LIMITATION MAY NOT APPLY TO YOU.

10. SUPPORT SERVICES NOT PROVIDED. Stratodesk will not provide any support
services under this Agreement. Further, you do not have any right to, and Stratodesk
is not obligated to provide, any updates (except as may be expressly stated in this
Agreement) , corrections, upgrades, enhancements or other fixes regarding the
Software under this Agreement.
11. EXPORT RESTRICTIONS. You acknowledge that the Software is subject to export
controls under the U.S. Export Administration Regulations and the import/export
laws, rules, regulations and orders of the United States and other countries, if
applicable. You acknowledge and agree that you may not export or re-export,
directly or indirectly, the Software or any related technical information or materials
unless you have obtained an appropriate authorization from the U.S. Commerce
Department and any other relevant government authority.

12. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software is "commercial computer
software" as defined in FAR 12.212 and has been developed exclusively at private
expense. All technical data, including, but not limited to, Stratodesk's commercial
computer software/documentation is subject to the provisions of FAR 12.211 -
"Technical Data", and FAR 12.212 - "Commercial Computer Software" respectively,
or clauses providing Stratodesk equivalent protection in the Defense Federal
Acquisition Regulations Supplement ("DFARS") or other agency specific regulations.
Any use of the Software by the U.S. Government shall be governed solely by the
terms of this Agreement and shall constitute acknowledgement of Stratodesk's
proprietary rights therein.

13. ELECTRONIC NOTICES. You agree that Stratodesk may provide any notices to you
regarding the Software electronically. Notices may be provided by e-mail or via the
Stratodesk website. Delivery of a notice shall be deemed effective upon posting or e-
mailing by Stratodesk.

14. INDEMNIFICATION. You agree to defend, indemnify, and hold harmless
Stratodesk, its suppliers, vendors, employees, contractors, officers, directors, and
agents from all liabilities, claims, and expenses, including reasonable attorney's fees,
that arise from your use or misuse of the Software or your breach of this Agreement.
Stratodesk reserves the right to assume the exclusive defense and control of any
matter otherwise subject to indemnification by you, in which event you will
cooperate with Stratodesk in asserting any available defenses.

15. HIGH RISK ACTIVITIES/RESTRICTIONS. The software is not designed or intended
for use in high risk activities including, but not limited to, on-line control of aircraft,
air traffic, aircraft navigation or aircraft communications; or in the design,
construction, operation or maintenance of any nuclear facility. Further, the Software
is not intended for any activity relating to the design, development, production,
stockpiling or use of nuclear, chemical or biological weapons, or missiles. Stratodesk
disclaimer of any express or implied warranties as stated above applies to such uses
as well as all others. You agree that you will not knowingly use the Software for such
purposes directly or indirectly.
16. TERM AND TERMINATION.  This EULA is effective until terminated.  The license
granted herein shall automatically terminate without notice if you fail to comply with
any material provision of this Agreement.  Without prejudice to any other rights,
Stratodesk may terminate this Agreement if you fail to comply with the terms and
conditions of this Agreement. In any such event, you must destroy all copies of the
Software and all of its component parts. This shall not limit or affect any remedy
available to Stratodesk for your breach of this Agreement.

17. ASSIGNMENT. You may not assign, sublicense or otherwise transfer by operation
of law or otherwise this Agreement or any rights or obligations herein. Any such
attempted assignment, sublicense or transfer shall be null and void.   Stratodesk may
assign this Agreement to any person or entity at its sole discretion and without
notice to you.
18. ENTIRE AGREEMENT. You acknowledge and agree that this Agreement is the
complete Agreement between you and Stratodesk regarding the Software. You
further acknowledge and agree that (i) this Agreement sets out Stratodesk's entire
liability and your exclusive remedy with respect to the Software; (ii) this Agreement
defines a mutually agreed upon allocation of risk;  and (iii) that there are no other
prior or contemporaneous promises, representations, agreements, inducements or
descriptions with respect to the Software.
19. WAIVER AND MODIFICATION. The waiver by either party of a breach or violation
of any provision of this Agreement shall not operate as, or be construed to
constitute, a waiver of any subsequent breach of the same or any other provision
hereof. Nothing in this Agreement shall be modified or amended except in writing
signed and dated by both parties.
20. SEVERABILITY. In the event any provision of this Agreement is held to be invalid,
illegal, or unenforceable for any reason and in any respect, such invalidity, illegality,
or unenforceability shall in no event affect, prejudice, or disturb the validity of the
remainder of this Agreement which shall be in full force and effect, enforceable in
accordance with its terms.
21. HEADINGS. Headings under this Agreement are intended solely for convenience
and shall have no legal effect whatsoever in construing the provision of this
Agreement.
22. GOVERNING LAW. This Agreement will be governed and construed in accordance
with the laws of the State of Delaware and the United States of America without
giving effect to conflict or choice of law principles. The parties agree to exclude
application of the United Nations Convention on Contracts for the International Sale
of Goods.
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