End User License Agreement

END USER LICENSE AGREEMENT

THIS SOFTWARE END USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR, IF PURCHASED OR ACQUIRED BY OR FOR AN ENTITY, AN ENTITY) AND NEXTGEN WORKFORCE. THIS AGREEMENT OVERRIDES ANY OTHER AGREEMENTS, WRITTEN OR VERBAL MADE BY ANY OF NEXTGEN WORKFORCE.’S STAFF. IT PROVIDES A LICENSE TO USE THE SOFTWARE/HARDWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE AND HARDWARE INCLUDING CLOUD SERVICES YOU ARE INDICATING YOUR ASSENT TO THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING TERMS, DO NOT DOWNLOAD OR INSTALL OR USE SERVICES FOR THE SOFTWARE, DISCONTINUE ITS USE IMMEDIATELY AND DESTROY ALL COPIES IN YOUR POSSESION.

1. DEFINITIONS

a) "NextGen Workforce" means NextGen Workforce, a California, USA registered incorporation.

b) "Software" in this document includes the executable code of Advanced Installer, additional tools, libraries, source files, header files, data files, web services, cloud services and any associated hardware devices, any updates or error corrections provided by NextGen Workforce, any user manuals, guides, printed materials, on-line or electronic documentation.

c) "License” or "License Key" means authorization issued to you by NextGen Workforce to allow the use of the Software.

d) "Named User" is an individual authorized by You to use the Software through the assignment of a single user ID, regardless of whether or not the individual is using the Software at any given time.

e) "Maintenance Plan" is a time-limited right to technical support and Software updates and upgrades. Technical support only covers issues or questions resulting directly out of the operation of the Software. NextGen Workforce will not provide you with generic consultation, assistance, or advice under any other circumstances.

2. LICENSE GRANTS

2.1 Features License. NextGen Workforce grants you a limited license to use certain Features of the Software. The install packages created must only be for your locations and can not be redistributed.

2.2 Trial Period License. There may be Trial period available for your account, you may download and use the Software for free for thirty (30) days after installation ("Trial Period"). During the Trial Period, NextGen Workforce grants You a limited, non-exclusive, non- transferable, non-renewable license to copy and use the Software for evaluation purposes only and not for any commercial use. At NextGen Workforce's discretion, NextGen Workforce may provide limited support through email or discussion forums at NextGen Workforce web site. The evaluation copy of the Software contains a feature that will automatically disable the Software at the end of Trial Period. NextGen Workforce will have no liability to you if this feature disables the Software.

2.3 License After Trial Period. This Software is licensed, not sold. During the Trial Period, You have the option of paying a license fee in order to use the Software after the expiration of the Trial Period. Upon your payment of the license fee, NextGen Workforce provides you with a permanent registration number ("License key") and grants you a limited, non-exclusive, non- transferable license to:

a) use the Software on a Named User basis meaning specific individuals are authorized to access the Software and the total number of named users may not exceed the total number licensed by You.

b) copy the Software in machine-readable form solely for archival and backup purposes.

2.4 The Named User of the Software may install and use the Software on any number of computers (including operating systems and Virtual Machine Environments) that are connected to each other in a network (there has to be a TCP/IP connection between these computers).

3. LICENSE RESTRICTIONS

3.1 You shall undertake any necessary steps to protect the License and software against unauthorized use.

3.2 You may not alter, merge, modify, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form.

3.3 You may not sell, rent, lease, sub license, transfer, resell for profit or otherwise distribute the Software or any part thereof.

3.4 You may not modify the Software or create derivative works based upon the Software.

3.5 You may not remove or obscure any copyright and trademark notices relating to the

Software.

4. USE OF LICENSING FUNCTIONALITY

4.1 If you have licensed a qualifying edition of the Software, you may use the functionality labeled "Licensing" solely for the purposes of applying the Licensing functionality processes and/or restrictions to your products and distributing such products to your end users for their trial purposes for a predetermined period of time. For the avoidance of doubt, the foregoing limitations apply only to your use of the Licensing functionality and not your use of the Software in general.

4.2 You may not use or apply the Licensing functionality for the benefit of any software products which are not owned by you.

5. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

5.1 This Agreement gives you limited rights to use the Software. NextGen Workforce retains all rights, title and interest in and to the Software and all copies thereof, including copyrights, patents, trade secret rights, trademarks and other intellectual property rights. All rights not specifically granted in this Agreement, including International Copyrights, are reserved by NextGen Workforce. The structure, organization and code of the Software are valuable trade secrets and confidential information of NextGen Workforce.

6. LIMITATION OF LIABILITY

6.1 NextGen Workforce's provides software and professional services to its clients. Simple IT solution does not provide any guarantees written or verbal that software is completely error free, the software and cloud servers may require planned and unplanned downtimes. NextGen Workforce will have no liability for any claim whatsoever.

6.2 NextGen Workforce shall be relieved of any and all obligations for any portions of the software that are revised, changed, modified, or maintained by anyone other than NextGen Workforce.

7. PATENT AND COPYRIGHT INDEMNITY

7.1 NextGen Workforce represents and warrants that the Software shall not infringe or misappropriate any copyrights, patents, trade secret rights, trademarks and other intellectual property rights.

7.2 In the event the Software is found to infringe, NextGen Workforce will have the option, at

its expense, to

a) modify the Software to cause it to become non-infringing;

b) substitute the Software with other Software reasonably suitable to You, or

c) if none of the foregoing remedies are commercially feasible, terminate the license for the infringing Software and refund any license fees paid for the Software.

7.3 NextGen Workforce will have no liability for any claim of infringement based on

a) code contained within the Software which may not be created by NextGen Workforce;

b) use of a superseded or altered release of the Software, except for such alteration(s) or modification(s) which have been made by NextGen Workforce or under NextGen Workforce's direction, if such infringement would have been avoided by the use of a current, unaltered release of the Software that NextGen Workforce provides to You, or

c) the combination, operation, or use of any Software furnished under this Agreement with programs or data not furnished by NextGen Workforce if such infringement would have been avoided by the use of the Software without such programs or data.

8. LIMITED WARRANTIES

8.1 THE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS. NEXTGEN WORKFORCE. MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITATION, YOU ASSUME SOLE RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM THE SOFTWARE. NEXTGEN WORKFORCE. MAKES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES. IN PARTICULAR, THE SOFTWARE IS NOT DESIGNED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE. NEXTGEN WORKFORCE EXPRESSLY DISCLAIMS ANY WARRANTY OF FITNESS FOR HIGH-RISK ACTIVITIES.

8.2 NextGen Workforce warrants that it holds the proper rights allowing it to license the Software and is not currently aware of any actions that may affect its rights to do so.

8.3 NextGen Workforce cannot guarantee that the Software will work at all times. If you change your operating system, browsers, network settings and operating conditions for the

hardware, the software may not work anymore. You acknowledge and agree that such changes are fair and reasonable.

8.4 You should make sure that it is legal to use the Software and our solutions and services in your country or jurisdiction. NextGen Workforce only provides a license for You to use the software. It is Your responsibility to make sure that You are allowed to use the Software.

8.5 NextGen Workforce reserves the right at any time to cease the support of the Software and to alter prospectively the prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software.

8.6 All Hardware, unless specified otherwise, carries a warranty for 12 months after the purchase, which is voided if hardware is dysfunctional due to physical damage to the hardware. In the event of hardware failure during the warranty period, NextGen Workforce will provide with a replacement unit of similar specifications which can be used to replace dysfunctional unit. The SLA to provide with replacement hardware is 3-5 business days. The dysfunctional unit/units must be returned to NextGen Workforce within 10 business days, failure to do so would result in additional charges billed to You based on the price of the replacement unit. Beyond 12 months the warranty can be purchased on annual basis for an additional charge of 8% of the cost of hardware.

9. MAINTENANCE PLAN/SUBSCRIPTION SERVICES

9.1 At any time prior to the expiration of your Maintenance Plan/Subscription and 14 days after, you may purchase an extension to the current Maintenance Plan/Subscription. This additional Maintenance Plan/Subscription services will extend the availability of your current Maintenance Plan/Subscription for a period of time beginning with the date when your Maintenance Plan/Subscription expires.

9.2 For a limited time after the expiration of your Maintenance Plan/Subscription, you may purchase a renewal of your Maintenance Plan/Subscription. This will provide you with a new Maintenance Plan/Subscription that will begin at the date the renewal is purchased.

9.3 If you do not purchase any additional Maintenance Plan/Subscription, you will still have the right to use the existing Software but you will lose the right to technical support, Cloud services, Software updates and upgrades as of the date your current Maintenance Plan/Subscription services expires.

9.4 For customers that purchase or already own multiple licenses, a Maintenance Plan/Subscription must be purchased for each license.

9.5 Technical support is provided via electronic mail at the address specified on the web site. NextGen Workforce will use its best efforts to provide you with technical support within forty- eight (48) business hours of your request. Please check our website to find our latest contact information.

9.6 The latest information is provided on the web site at: http://www.somroli.com for all hardware support. For all Cloud services, please visit http://www.gotoworkspace.com

10. SUPPORT

10.1 Except as provided herein, support for the Software is provided to you at certain fee while your current Maintenance Plan/Subscription is valid. If NextGen Workforce discontinues any version of the Software, NextGen Workforce reserves the right to limit or cease product support and updates for such discontinued version. NextGen Workforce reserves the right to discontinue the support with thirty (30) days written notice posted to the NextGen Workforce or the Software web site.

11. HIGH RISK ACTIVITIES

11.1 The Software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line 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 the Software could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). NextGen Workforce and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.

12. THIRD PARTY SITES AND SOFTWARE

12.1 The Software may direct you to third party Web sites. NextGen Workforce does not control, endorse, or guarantee content, including software, data or other information found on such third party sites. You agree that NextGen Workforce is not responsible for any content, associated links, resources, or services associated with a third party site. You further agree that NextGen Workforce shall not be liable for any loss or damage of any sort associated with your use of third party content. Access to these sites is provided for your convenience only.

12.2 The Software may contain third party software. By accepting this EULA, You are also accepting the additional terms and conditions with respect to such software, if any, forth herein.

12.3 Portions of this software are based on open source technologies.

13. AUDIT RIGHTS

13.1 NextGen Workforce audits your use of the Software to verify compliance with this Agreement. The Software is configured to enable periodic HTTP communication with NextGen Workforce. During this communication, license information is transmitted from the Software to NextGen Workforce to ensure license compliance. The information transmitted during these periodic updates includes the operating system, license serial number, and other relevant information to verify compliance. If you are unwilling to provide this communication capability, you may opt out of ongoing communication, and you will no longer receive Software updates and search engine configuration updates. If the usage of the Software is considered to be out of compliance with this Agreement, the Software may, without notice, cease to function.

13.2 During the audit process, NextGen Workforce has the ability to personally identify the individual that registered with NextGen Workforce to acquire the Software license ("Registrant") through the identification number assigned to your account at the time of registration, by using the personal information the Registrant provided to NextGen Workforce during the registration process. Such personal information will only be used by NextGen Workforce in connection with such audit process.

14. SEVERABILITY

14.1 If any provision hereof shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the legality, validity and enforceability of all other provisions of this Agreement shall not be affected.

15. GOVERNING LAW

15.1 This Agreement is to be governed by and construed in accordance with the laws and jurisdiction of the defending party. Service of process upon either party shall be valid if served by registered or certified mail, return receipt requested and to the most current address provided by such party. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

16. TERMINATION

16.1 Your license to use the Software continues until terminated. This license will terminate automatically if you fail to comply with any term hereof. No notice shall be required from NextGen Workforce to effect such termination. You may also terminate this Agreement at any time by notifying NextGen Workforce in writing of termination. On termination, you must destroy

all copies of the Software. Your obligation to pay accrued charges and fees shall survive any termination of this Agreement.

17. ASSIGNMENT

17.1 Neither this Agreement nor any rights granted hereunder may be sold, leased, assigned, or otherwise transferred, in whole or in part, by you, whether voluntary or by operation of law. Any such attempted assignment shall be void and of no effect without the prior written consent of NextGen Workforce.

18. ENTIRE AGREEMENT

18.1 This Agreement contains the entire agreement between NextGen Workforce and You related to the software and supersedes all prior agreements and understandings, whether oral or written. It may be amended only by writing executed by both parties.

User:

Signature: Date:

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