Remotium, Inc. PRODUCT TERMS Last Revised: October 18, 2013 Welcome to Remotium Virtual Mobile Platform-- an innovative mobile security technology that secures corporate assets (the "Remotium VMP"). THESE SOFTWARE APPLICATION TERMS (THE "TERMS") APPLY TO YOUR USE OF THE REMOTIUM VMP PROVIDED BY REMOTIUM, INC. ("REMOTIUM"). PLEASE READ THE TERMS AND CONDITIONS OF THE TERMS CAREFULLY. THESE SOFTWARE APPLICATION TERMS (THE "TERMS") APPLY TO YOUR USE OF THE PLATFORM AND RELATED SERVICES (COLLECTIVELY, THE "VMP") PROVIDED BY REMOTIUM, INC. ("REMOTIUM"). BY DOWNLOADING OR ACCESSING THE REMOTIUM VMP OR CLICKING TO AGREE, YOU ACKNOWLEDGE AND AGREE THAT: (A) YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THE TERMS; (B) YOU UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THE TERMS; AND (C) YOU AGREE TO BE LEGALLY BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH IN THE TERMS. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS OF THE TERMS, YOU MAY NOT USE OR OTHERWISE ACCESS THE REMOTIUM VMP. If you are entering into the terms and conditions of the Terms on behalf of a company (or other entity) or if you are accessing the Remotium VMP in your capacity as an employee, consultant or agent of a company (or other entity), you represent that you are an employee, consultant or agent of such company (or other entity) and you have the authority to agree (and be legally bound) on behalf of such company (or other entity) to all of the terms and conditions of the Terms. THE "EFFECTIVE DATE" OF THE TERMS IS THE DATE YOU FIRST DOWNLOAD THE REMOTIUM VMP. FOR THE PURPOSE OF THE TERMS, YOU AND, IF APPLICABLE, SUCH COMPANY (OR OTHER ENTITY) CONSTITUTES "YOU". THE TERMS CONSTITUTES A LEGALLY ENFORCEABLE AGREEMENT BY AND BETWEEN YOU AND REMOTIUM. ___________________________________________________________________________________________________ Privacy Please refer to our Privacy Policy for information on how Remotium collects, uses and discloses your information when you use the Remotium VMP. By using the Remotium VMP, you consent to Remotium's collection, use and/or disclosure of your personal information as in the Privacy Policy http://www.remotium.com/privacy_policy.txt , and by allowing other people to use the Remotium VMP via your account, you are confirming that you have their consent for Remotium's collection, use and disclosure of their personal information as described below. Creating an Account In consideration of your use of the Remotium VMP, you agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration forms via the Remotium VMP ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to Remotium, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to Remotium. You are responsible for safeguarding the password that you use to access the Remotium VMP. When you register for the Remotium VMP, you should use a strong password, including a combination of upper and lower case letters. We suggest that you not use the same password for the Remotium VMP that you use for other applications or services. In order to create an account for the Remotium VMP, you must be 18 years of age or older. By creating an account for the Remotium VMP, you represent and warrant that you are 18 years of age or older. Remotium may choose to electronically deliver all communications with you, which may include emails to the email address you provide to us. Remotium's electronic communications to you may transmit or convey information about action taken on your request, portions of your request that may be incomplete or require additional explanation, any notices required under applicable law and any other notices. You agree to do business electronically with Remotium, and to receive electronically all current and future notices, disclosures, communications and information, and that the aforementioned electronic communications satisfy any legal requirement that such communications be in writing. An electronic notice will be deemed to have been received on the day of receipt as evidenced by such email. License Subject to the terms, conditions and limitations set forth in the Terms, Remotium grants you a nonexclusive, non-transferable and revocable license to use the Remotium VMP on any mobile device that you own or control. The terms of the license will also govern any upgrades provided by Remotium that replace and/or supplement the original Remotium VMP, unless such upgrade is accompanied by a separate license, in which case the terms of that license will govern. Restrictions Except as expressly agreed to, in writing, by Remotium, you agree not to do, authorize or permit any third party to do any of the following: (a) copy, reproduce or distribute the Remotium VMP; (b) make the Remotium VMP available over a network where it could be used by multiple devices at the same time; (c) sell, license, rent, assign, lease, lend, redistribute or sublicense the Remotium VMP; (d) modify, port, translate, or create derivative works of the Remotium VMP; (e) decompile, disassemble, reverse engineer or otherwise attempt to derive, reconstruct, identify or discover any source code, underlying ideas, or algorithms of the Remotium VMP by any means (except as and only to the extent any of these restrictions are prohibited by applicable law); (f) submit any automated or recorded requests to the Remotium VMP; (g) use the Remotium VMP for purposes of comparison with or benchmarking against products or services made available by third parties; (i) knowingly take any action that would cause the Remotium VMP to be placed in the public domain; and (h) remove, alter or obscure any copyright, trademark or other proprietary rights notice or labels on or in the Remotium VMP. If you violate any of the restrictions set forth in the Terms, your right to use the Remotium VMP will immediately cease and you may have infringed the copyright and other rights of Remotium, which may subject you to prosecution and damages. Remotium reserves all rights not expressly granted in the Terms, and no licenses are granted by Remotium to you under the Terms, whether by implication, estoppel or otherwise, except as expressly set forth in the Terms. Feedback Any suggestions, comments or other feedback provided by you with respect to the Remotium VMP and/or our products and services will constitute our confidential information. We will be free to use, disclose, reproduce, license and otherwise distribute, and exploit this feedback as we see fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. Conduct You agree that you are solely responsible for your conduct (and the conduct of anyone using your account) with respect to the Remotium VMP, and you agree that you will not do any of the following in connection with the Remotium VMP: * Use the Remotium VMP in any manner that could damage, disable, overburden or impair the functioning of the Remotium VMP in any manner; * Use the Remotium VMP for any illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity, or any activity that violates the Terms; * Modify, adapt or hack the Remotium VMP; or * Infringe upon or violate the rights of Remotium. Any use of the Remotium VMP in violation of the Terms may result in, among other things, termination or suspension of your rights to use the Remotium VMP. Trademarks and Third Party Trademarks Remotium's name, Remotium, Remotium's logos and any other Remotium product, service name or slogan included in the Remotium VMP are trademarks of Remotium and may not be copied, imitated or used, in whole or in part, without the prior written permission of Remotium. In addition, the look and feel of the Remotium VMP, including all custom graphics, button icons and scripts are the service marks, trademarks and/or trade dress of Remotium and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Remotium VMP ("Third Party Trademarks") are the property of their respective owners, and the use of such Third Party Trademarks will inure to the benefit of each trademark owner. The use of such Third Party Trademarks is intended to denote interoperability and does not constitute: (i) an affiliation by Remotium and its licensors with such company; or (ii) an endorsement or approval by such company of Remotium and its licensors and its products or services. Ownership Except for the license expressly stated in the Terms, you are not granted any rights in or to the Remotium VMP by implication, estoppel, or other legal theory, and all rights in and to the Remotium VMP not expressly granted in the Terms are hereby reserved and retained by Remotium. All information, materials and content including, but not limited to, text, graphics, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces, source and object code, format, queries, algorithms, and other content (collectively "Remotium Material") is owned by Remotium or is used with permission. This Remotium Material is protected in all forms, media and technologies now known or hereinafter developed. Modification of Terms Remotium reserves the right to change or modify any of the terms and conditions contained in the Terms, or any policy or guideline of the Remotium VMP, at any time and in its sole discretion by posting the changes/modifications via the Remotium VMP. Additionally, notice may be provided by sending an email to you or by such other form of notice as determined by Remotium. Changes/modifications will only become effective at the end of the 30 day period commencing upon the posting of the changes/modifications via the Remotium VMP ("Notice Period"). If you disagree with any changes/modifications, please stop using the Remotium VMP within the Notice Period. Your use of the Remotium VMP after the Notice Period will constitute your acceptance of the changes/modifications. Also, we recommend that you review the Terms whenever you access the Remotium VMP and at least every 30 days to make sure that you understand the terms and conditions that will apply to your use of the Remotium VMP. Suspension and Termination Remotium may suspend and/or terminate your rights with respect to the Remotium VMP for any reason or for no reason at all and with or without notice at Remotium's sole discretion. Suspension and/or termination may include restricting access to and the use of the Remotium VMP. If your rights with respect to the Remotium VMP are suspended and/or terminated, you agree to make no further use of the Remotium VMP during suspension or after termination. Remotium reserves the right, but does not undertake any duty, to take appropriate legal action including, but not limited to, the pursuit of civil, criminal and/or injunctive redress against you for continuing to use the Remotium VMP during suspension or after termination, and you agree that Remotium may recover its reasonable attorney's fees and court costs from you for such actions. Even while your membership is suspended and after it is terminated, the Terms will remain enforceable against you. All of the terms and conditions of the Terms survive any termination of the Terms (except the "License" section). Disclaimers YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE REMOTIUM VMP IS AT YOUR SOLE RISK. THE REMOTIUM VMP IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. REMOTIUM DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE TERMS, THE REMOTIUM VMP, THE REMOTIUM MATERIAL, ANY REMOTIUM PRODUCTS AND SERVICES, THIRD PARTY SITES AND THIRD PARTY TRADEMARKS WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL: (A) WARRANTIES OF MERCHANTABILITY; (B) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT REMOTIUM KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE); AND (C) WARRANTIES OF NON-INFRINGEMENT OR CONDITION OF TITLE. REMOTIUM DOES NOT WARRANT THAT: (I) THE FUNCTIONS CONTAINED IN THE REMOTIUM VMP WILL BE ACCURATE OR MEET YOUR REQUIREMENTS; (II) THE OPERATION OF THE REMOTIUM VMP WILL BE UNINTERRUPTED OR ERROR-FREE; OR (III) ANY DEFECTS IN THE REMOTIUM VMP WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, GUIDELINES OR ADVICE GIVEN BY REMOTIUM OR ITS AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY. Indemnification You agree, at your sole expense, to defend, indemnify and hold us and our licensors harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorney fees, costs, penalties, interest and disbursements) caused by, arising out of, resulting from, attributable to or in any way incidental to: (a) your conduct; (b) your violation (or alleged violation) of the Terms or the rights of any third party; or (c) any use of data or other information in a manner contrary to applicable laws or the terms and conditions of any employer documents or policies. Limitation of Liability IN NO EVENT WILL: (A) REMOTIUM BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL OR INTERRUPTION OF BUSINESS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE TERMS, THE REMOTIUM VMP, THE REMOTIUM MATERIAL, ANY REMOTIUM PRODUCTS OR SERVICES, THIRD PARTY SITES OR THIRD PARTY TRADEMARKS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF REMOTIUM HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) REMOTIUM'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE TERMS EXCEED THE TOTAL AMOUNT RECEIVED BY REMOTIUM FROM YOU PURSUANT TO THE TERMS (IF ANY). MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THIS SECTION WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THE TERMS IS DEEMED TO HAVE FAILED IN ITS ESSENTIAL PURPOSE. . No Third Party Beneficiaries Except as otherwise expressly stated elsewhere in the Terms, there will be no third party beneficiaries to the Terms. Modifications to the Remotium VMP Remotium reserves the right, at its sole discretion, to review, improve, modify or discontinue, temporarily or permanently, the Remotium VMP and/or any features, information, materials or content on the Remotium VMP with or without notice to you. You agree that Remotium will not be liable to you or any third party for any modification or discontinuance of the Remotium VMP or any portion thereof. Export Limitations You may not use or otherwise export or re-export the Remotium VMP except as authorized by United States law and the laws of the jurisdiction in which the Remotium VMP was obtained. In particular, but without limitation, the Application may not be exported or re-exported (a) into any U.S. embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Remotium VMP, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Remotium VMP for any purposes prohibited by United States law, including, but not limited to, the development, design, manufacture or production of nuclear missiles, or chemical or biological weapons. US Government Rights The Remotium VMP and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. section 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. section 12.212 or 48 C.F.R. section 227.7202, as applicable. Consistent with 48 C.F.R. section 12.212 or 48 C.F.R. section 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (i) only as Commercial Items and (ii) with only those rights as are granted to all other end users pursuant to the Terms . Unpublished rights reserved under the copyright laws of the United States. Governing Law; Arbitration PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH REMOTIUM AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM REMOTIUM. You and Remotium agree to arbitrate any dispute arising from the Terms or relating to the Remotium VMP, except that you and Remotium are not required to arbitrate any dispute in which either party seeks equitable or other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and Remotium agree that you will notify each other of any dispute within 30 days of when it arises, that you will attempt informal resolution prior to any demand for arbitration, that any arbitration will occur in San Mateo, California, and that arbitration will be conducted confidentially by a single arbitrator in accordance with the Rules of the American Arbitration Association. You and Remotium also agree that the state or federal courts in San Mateo County, California have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU AND REMOTIUM WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION OR OTHER REPRESENTATIVE ACTION OR PROCEEDING. General If any provision of the Terms is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other provisions of the Terms will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by the Terms is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal or incapable of being enforced, the parties will negotiate in good faith to modify the Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.