END-USER LICENSE AGREEMENT 

IMPORTANT-READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between you ("Licensee") and Otopy, Inc. to which you have submitted directly or indirectly an order for the applicable products and services ("Otopy") and is governed by terms and conditions set forth below. All components are integral to this agreement and Licensee consents to the terms and conditions, including without limitation terms and conditions relating to license grant, intellectual property rights, disclaimers /exclusions / limitations of warranty, indemnity and liability, governing law and limitation periods. All components collectively are referred to herein as the "Agreement." Licensee acknowledges it has had the opportunity to review the Agreement, prior to acceptance of this Agreement. Licensee's acceptance of this Agreement is evidenced by Licensee's access to and/or use of the Otopy Software and or Services via the Amazon's AWS. If you are acting on behalf of a company, you represent that you are authorized to bind the company. Otopy recommends Licensee prints copies of the Agreement for Licensee's own records.
If you choose not to agree to these terms, do not access and/or use the Otopy Software.  
You AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY EXECUTING THIS EULA AND/OR BY INSTALLING, COPYING, OR OTHERWISE USING THE PRODUCT AND/OR ANY UPDATES THERETO.  In addition, by installing, copying, or otherwise using updates that You receive as part of the Product (''UPDATES''), You agree to be bound by the additional license terms that accompany such UPDATES. If You do not agree to the additional license terms that accompany such UPDATES, You may not install, copy, or use such UPDATES. 

The Product is licensed by Otopy, Inc. to You, the Licensee.
 
1. Applicability Of License.   You are hereby licensed to use the Product only with the specific platforms identified in Exhibit 1 attached hereto at the locations identified in Exhibit 1.  You may remove the Product from a platform and substitute an equivalent platform having the same number of CPU cores as the removed platforms if applicable.  No other licenses are granted herewith.

2. Additional Rights And Limitations-General.
   1. Limitation On Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the Product. 
   2. Termination. Without prejudice to any other rights, Otopy may cancel this EULA if you do not abide by the terms and conditions of this EULA, in which case you must destroy all copies of the Product and all of its component parts. 
   3. Consent To Use Of Data. You agree that Otopy and its affiliates may collect and use technical information you provide as a part of support services related to the Product. Otopy agrees not to use this information in a form that personally identifies you. 
   4. Not For Resale Software. The Product may not be resold or transferred to any third party.
   5. Export Restrictions. You acknowledge that the Product is of U.S. origin. You agree to comply with all applicable international and national laws that apply to the Product, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.
   6. Separation of COMPONENTS. The Product is licensed as a single product. Its COMPONENT parts may not be separated for use by more than one user (or for use on more than one computer for Server Software).
   7. Update License Terms. All UPDATES shall be considered part of the Product and subject to the terms and conditions of this EULA. Additional license terms may accompany UPDATES (as defined in the first paragraph of this EULA). By installing, copying, or otherwise using any UPDATE, you agree to be bound by the terms accompanying each such UPDATE. If you do not agree to the additional license terms accompanying such UPDATES, do not install, copy, or otherwise use such UPDATES. 

3. DISCLAIMER OF WARRANTIES. The Limited Warranty referenced below is the only express warranty made to You and is provided in lieu of any other express warranties (if any) created by any documentation or packaging. Except for the Limited Warranty and to the maximum extent permitted by applicable law, Otopy and its suppliers provides the Product and support services (if any) AS IS AND WITH ALL FAULTS, and hereby disclaims all other warranties and conditions, either express, implied, or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Product, and the provision of or failure to provide support services. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE PRODUCT.

4. Pricing is published on AWS site and is subject to change without notice.

5.	EXCLUSION OF INCIDENTAL, CONSEQUENTIAL, AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OTOPY OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCT, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY OF OTOPY OR ANY SUPPLIER, AND EVEN IF OTOPY OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.	LIMITATION OF LIABILITY AND REMEDIES. Notwithstanding any damages that You might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Otopy and any of its suppliers under any provision of this EULA and Your exclusive remedy for all of the foregoing (except for any remedy of repair or replacement elected by Otopy with respect to any breach of the Limited Warranty) shall be limited to the lesser of the amount actually paid by you for the Product and related services or U.S.$5.00. The foregoing limitations, exclusions, and disclaimers (including Sections 4 and 5 above and as stated in the Limited Warranty) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

7.	NOTE ON JAVA SUPPORT. THE PRODUCT MAY CONTAIN SUPPORT FOR PROGRAMS WRITTEN IN JAVA. JAVA TECHNOLOGY IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE OR RESALE AS ONLINE CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, OR WEAPONS SYSTEMS, IN WHICH THE FAILURE OF JAVA TECHNOLOGY COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.  Although Otopy is not obliged to make this disclaimer, we bring it to the attention of End User. 

8.	ENTIRE AGREEMENT. This EULA (including any addendum or amendment to this EULA which is included with the Product) are the entire agreement between You and Otopy relating to the Product and the Support Services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Product or any other subject matter covered by this EULA. To the extent the terms of any Otopy policies or programs for Support Services conflict with the terms of this EULA, the terms of this EULA shall control.

9.	The Product is protected by copyright and other intellectual property laws and treaties. Otopy owns the title, copyright, and other intellectual property rights in the Product. The Product is licensed, not sold.

10  	CONFIDENTIALITY.   
   a) Otopy may disclose to End User (Licensee) information that is designated as either "Trade Secret" or "Confidential".  End User will use the Trade Secret information and Confidential information (collectively, "Information") solely for purposes of using the Software.  End User will not disclose the Information to third parties without the express written permission of Otopy, and will not use the Information except for purposes of using the Software.   
   b) Notwithstanding the foregoing, Information excludes any information i) that is or becomes publicly known or available other than through a violation of this Agreement by End User; ii) known by End User prior to entering into this Agreement; or iii) disclosed by Otopy either to a third party without an obligation of confidentiality.  
   c) Information may be disclosed pursuant to an order from a court, administrative agency or other government entity provided that End User immediately informs Otopy of said order so that Otopy may seek a protective order or otherwise take actions to protect said Information.  
   d) In addition, End User's obligations under section 9 concerning Confidential information cease five years after that Confidential information is provided to End User.   End User's obligations under section 9 with respect to Trade Secret information will not cease.
   f) End User will require any of its employees or agents who perform services pursuant to this Agreement to agree to the terms and conditions of section 9.

11. 	GOVERNING LAW; JURISDICTION.  This Agreement shall be construed according to the laws of California, without application of conflict of law principles.  Any legal action or proceeding relating to this Agreement shall be instituted in state or federal court in Santa Clara County, California.  Otopy and End User agree to submit to the jurisdiction of, and agree that venue is proper in, the aforesaid courts in any such legal action or proceeding.