REALVNC END USER LICENSE AGREEMENT

PLEASE READ CAREFULLY BEFORE DOWNLOADING, INSTALLING OR EXECUTING
THE SOFTWARE DOWNLOADED FROM WWW.REALVNC.COM OR WWW.REALVNC.HELP.
UNLESS A SPECIFIC END USER LICENSE AGREEMENT APPLIES TO THE
SOFTWARE YOU ARE USING, THIS EULA WILL APPLY.

THIS END USER LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL
AGREEMENT BETWEEN YOU AND REALVNC (AS DEFINED IN CLAUSE 1 BELOW)
IN RELATION TO THE ACCESS AND USE OF REALVNC'S SOFTWARE.
IMPORTANT NOTICE TO ALL USERS:
• IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST
  NOT CLICK TO ACCEPT THIS AGREEMENT OR CONTINUE TO DOWNLOAD OR
  ACCESS OR USE THIS SOFTWARE OR DOCUMENTS.
• REALVNC MAY MODIFY THIS AGREEMENT AT ANY TIME.
• BY INSTALLING ANY UPDATED VERSION OF THE SOFTWARE WHICH MAY BE
  MADE AVAILABLE, YOU ACCEPT THAT THE TERMS OF THIS AGREEMENT
  APPLY TO SUCH UPDATED SOFTWARE.

1. DEFINITIONS
   In this Agreement:
   "Acceptable Use Policy" means RealVNC's policy available at
   https://www.realvnc.com/realvnc- acceptable-use-policy as may
   be updated from time to time.
   "Authorized User" means you if you are an individual, or, if
   you are an organization, a particular designated employee or
   independent contractor authorized by you, and where
   applicable, employees or authorized staff of End Clients who
   are authorised by you, to use the Software under this
   Agreement.
   "Concurrent Session" means a remote connection made by no more
   than one (1) Authorized User, via the Software provided under
   the relevant Subscription, to no more than one (1) Device at a
   given point in time (such that: (i) where, for example, an
   Authorized User uses such Software to make a connection to two
   (2) Devices concurrently, such use shall constitute two (2)
   Concurrent Sessions; and (ii) where, for example, three (3)
   Authorized Users use such Software to connect concurrently to
   one (1) Device, such use shall constitute three (3) Concurrent
   Sessions).

   "Concurrent Session Band" means the maximum number of
   Concurrent Sessions permitted to be made by you or your
   Authorized Users at any particular point of time during the
   period of your Subscription, as agreed between the parties in
   writing or confirmed or requested by you via your purchase of
   the relevant Subscription through the Website.

   "Confidential Information" means all confidential or
   proprietary information (however recorded or preserved)
   disclosed by one party or its employees, officers,
   subcontractors, representatives or advisers (together
   “Representatives”) to the other party and the other party’s
   Representatives, including the terms of this Agreement, the
   business, affairs, customers, clients, plans, intentions,
   market opportunities, operations, processes, products,
   services, data, know-how, or trade secrets of the disclosing
   party, including anything specified as being Confidential
   Information.

   "Customer Data" means any commercial or proprietary data which
   is uploaded or otherwise submitted to the Software directly by
   you or your Authorized Users, including any data submitted
   into the Software indirectly via any third party application
   used by you, excluding any Derived Data and account management
   data. For the avoidance of doubt, RealVNC does not process
   Customer Data outside of the necessary processing specified in
   the Data Processing Addendum.

   "Data Processing Addendum" means the data processing addendum
   as may be updated from time to time at
   https://help.realvnc.com/hc/en-us/articles/5438412949405.

   “Deployment Software” means deployment tools and services
   available from the Website including documentation, updates,
   modified versions and copies of the Deployment Software.

   "Derived Data" means any data which is derived from your or
   Authorized Users' use of the Services, whether for your own
   benefit or that of End Clients (where applicable) which shall
   include: (i) any meta-data on your use of the Software such as
   the number of connections and volume of data; (ii) any data
   which is processed and stored as mathematical constructs; and
   (iii) statistical or aggregated data, but shall exclude any
   Personal Data and, for the avoidance of doubt, does not
   include the Customer Data itself.

   "Device" means the relevant computer or other device on which
   the relevant Software is run, accessed, used, deployed, or
   installed.

   "End Client" means a third-party organization for whose
   benefit you provide a Managed Service.
   “Free Subscription” means RealVNC's free to access
   subscriptions that include basic functionality and is for
   non-commercial use only.

   "Insolvency Event" means, with respect to a party, (a)
   entering into a composition or arrangement with its creditors
   other than for the sole purpose of a solvent reconstruction;
   (b) an inability to pay its debts as they become due; (c) a
   person becoming entitled to appoint or appointing a receiver
   or an administrative receiver over that party’s assets; (d) a
   creditor or encumbrancer attaches or takes possession of the
   whole or any part of that party's assets which is not
   discharged within 14 days; or (e) any event occurs, or
   proceeding is taken, in any jurisdiction that has an effect
   equivalent or similar to any of the events mentioned in (a) to
   (d) above.

   "License Capacity" means restrictions placed on your use of
   the relevant Software under your license, including: (i) the
   number of Authorized Users; (ii) the Concurrent Session Band;
   (iii) the types of permitted connections as set out on the
   Website; (iv) the number of Devices; and (v) any other
   restrictions set out on the Website or communicated to you in
   writing.

   "Managed Service" means a professional managed technology
   service delivered by you to End Clients and solely for the
   purpose of which, and solely in connection with which, you
   may, subject always to the terms hereof, permit Authorized
   Users to use and access the Software.


   “RealVNC Contracting Entity” means either: (i) where expressly
   stated in the quotation provided to you setting out your
   chosen Subscription or in any invoice submitted to you in
   connection with such Subscription, RealVNC LLC, a limited
   liability corporation organized under the laws of the State of
   Delaware and whose registered office is at 850 New Burton
   Road, Suite 201, Dover, DE 19904, United States; or (ii) in
   all other cases, RealVNC Limited, a company incorporated in
   England and Wales with company number 0446945 at Edinburgh
   House, St John's Innovation Park, Cowley Rd, Cambridge CB4
   0DS, United Kingdom.

   "Reseller" means a third-party entity that agrees to purchase
   a Subscription to the Software from RealVNC on your behalf.

   “Services” means the support services as set out on the
   Website.

   “Software” means RealVNC's software as described on the
   Website including any portal used to access such software and,
   to the extent relevant to your Subscription, any related
   back-end services that comprise any cloud connection brokering
   services and subscription management functionality.

   “Subscription” means a subscription purchased for or by you
   and/or obtained from RealVNC that grants certain usage rights
   to the Software in consideration of the relevant Subscription
   Fee.
   “Subscription Fee” means the fees payable for the relevant
   Subscription as set out on the Website, and which is
   determined on the basis of the Concurrent Session Band
   selected or requested by you at the time of entering into this
   Agreement.

   "Third Party Software" means third party software incorporated
   in the Services, as listed at
   https://help.realvnc.com/hc/en-us/articles/360002255218-RealVN
   C-Connect-Acknowledgements.
   “Viewer Software” means VNC Viewer Version 4.0 – 7.x or later
   of the programs available from the Website including
   documentation, updates, modified versions and copies.

   "Virus" means any thing or device (including any software,
   code, file or program) which may: prevent, impair or otherwise
   adversely affect the operation of any computer software,
   hardware, network, data, or the user experience, including
   worms, Trojan horses, viruses and other similar things or
   devices.

   “Website” means https://www.realvnc.com,
   https://www.realvnc.help, https://manage.realvnc.com and
   associated web applications.

2. LIMITED TRIAL PERIOD
   The Software can be evaluated for a limited trial
   non-exclusive license period as set out on the Website in
   accordance with the terms of this Agreement. It will perform
   for only a limited period of time. THE LIMITED TRIAL SOFTWARE
   IS PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OR LIABILITY ON
   REALVNC’S PART TO YOU WHATSOEVER.


3. LICENSE
3.1 Subject to your paying the Subscription Fees and complying
    with the terms and conditions of this Agreement, RealVNC
    hereby grants to you, subject to the relevant License
    Capacity for your Subscription, a non-exclusive, worldwide,
    non-transferable license to download, install and use the
    Software for (a) your personal use or for the internal use of
    your business organization, or (b) where applicable, and
    subject to clause 5, for the purposes of providing Managed
    Services to your End Clients. Except as permitted under a
    Managed Service (as applicable), you are expressly prohibited
    from transferring or distributing the Software in any format,
    in whole or in part, for sale, for commercial use (except as
    otherwise stated in this Agreement), or for any unlawful
    purpose.

3.2 The Viewer Software is only warranted and supported to the
    extent it is used in conjunction with a licensed copy of any
    Software explicitly stated to qualify for use with the Viewer
    Software.

3.3 You hereby acknowledge and agree that the Software may only
    be used on your Devices in object code form for the purposes
    set forth in clause 3.1of this Agreement and for no other
    use.

3.4 In the case of a Free Subscription, the Software may only be
    used for your private, noncommercial purposes.

3.5 You may make as many copies of the Software as your
    Subscription allows and use it to install the Software on
    your Devices.


4. ACCESS TO THE SOFTWARE
4.1 You shall not (and shall ensure that no Authorized User or
    End Client shall):

    a) access, store, distribute or transmit any Viruses or any
    material during its use of the Software that is unlawful,
    harmful, infringing, offensive, discriminatory, or which
    facilitates illegal activity or depicts sexually explicit
    images or causes damage or injury to any person or property.
    RealVNC reserves the right, without liability or prejudice to
    its other rights to you, to disable yours and the Authorized
    Users' access to any material that breaches the provisions of
    this clause;

    b) except as may be allowed by any applicable law which is
    incapable of exclusion by agreement between the parties, and
    except to the extent expressly permitted under this
    Agreement, you shall not, and shall not attempt to, copy,
    modify, duplicate, create derivative works from, frame,
    mirror, republish, download, display, transmit, or distribute
    all or any portion of the Software in any form or media or by
    any means, or attempt to reverse compile, disassemble,
    reverse engineer or otherwise reduce to human- perceivable
    form all or any part of the Software (including its object
    code and source code);

    c) access all or any part of the Software in order to build a
    product or service which competes with the Software;

    d) exceed (and you will procure that no Authorized Users will
    exceed), at any time during your Subscription the applicable
    Concurrent Session Band).
4.2 You shall not at any time make the Software or any of the
    Services available to (or otherwise provide the Software or
    Services to) any third party  except to: (i) Authorized Users
    as permitted under this Agreement; or (ii) End Clients as
    permitted under clause 5.

4.3 You agree to use all reasonable endeavors to prevent any
    unauthorized access to, or use of, the Software and, in the
    event of any such unauthorized access or use, promptly notify
    RealVNC.

4.4 You acknowledge and agree that each Authorized User must keep
    a secure password for their use of the Software which must be
    kept confidential and secure against unauthorized access or
    use (including any other Authorized User).

4.5 You shall be responsible for setting the access rights for
    each of your Authorized Users and shall ensure that all
    Authorized Users' use of the Software is strictly in
    accordance with the terms of this Agreement, including the
    terms in the Acceptable Use Policy available at
    https://www.realvnc.com/realvnc-acceptable-use-policy. You
    shall be responsible for any Authorized User's breach of this
    Agreement and for monitoring the number of users making use
    of the Software to ensure you do not exceed the number of
    Authorized Users.

4.6 You acknowledge and agree that the Software may provide
    access to Third Party Software. RealVNC makes no
    representation, warranty or commitment and shall have no
    liability or obligation whatsoever in relation to the use of
    any such Third Party Software.

4.7 You are responsible for providing any dependencies (i.e. any
    network or connectivity requirements, or back up requirements
    that you need to have in place in order to use the Software)
    stated on the Website or otherwise outside of RealVNC’s
    control and shall ensure that its network and systems comply
    with the relevant specifications provided by RealVNC from
    time to time necessary for the operation of the Software. You
    shall be solely responsible for procuring and maintaining all
    network connections and telecommunications links from your
    systems to RealVNC’s data centers.

4.8 You shall comply with all applicable laws and regulations in
    the exercise of your rights and the performance of your
    obligations pursuant to this Agreement.

4.9 You warrant and represent that: (i) you and your End Clients
    (as applicable) are not incorporated or organized to do
    business in or resident in, and are not under the control of
    the government of, any country subject to economic or trade
    sanctions by the U.S. State Department, the U.S. Office of
    Foreign Assets Control or any successor body thereto
    ("OFAC"), the United Nations Security Council, the European
    Union, or the U.K. government; (ii) you and your End Clients
    (as applicable) are not included on any list of sanctioned or
    ineligible parties maintained by the U.S. or U.K. government
    or the European Union, including without limitation OFAC’s
    lists of Specially Designated Nationals and Blocked Persons.
    You will not (and, where applicable, will procure that your
    End Clients will not) sell, export, re-export, transfer, use
    or enable the use of any Software, its related technology
    and/or services, or any other items that RealVNC may provide
    in connection therewith to or for any end use: (A) in or by
    the countries specified in this clause 4.8or any permanent
    residents thereof; (B) by any person or entity determined by
    any U.S. or U.K. government agency or body or the European
    Union to be ineligible to receive exports, including without
    limitation persons and/or entities designated on the lists
    described in subsection (ii) of this clause 4.8; or (C)
    prohibited by export or sanctions, laws, and/or regulations
    of the United Kingdom, the United States, or the European
    Union. If the warranty or representation given by you in this
    clause 4.8 is breached or the representation given by you in
    this clause 4.8 is or becomes untrue, false, erroneous, or
    misleading at any time, or if you become subject to any of
    the circumstances described in this clause 4.8, then this
    will constitute an uncurable material breach of this
    Agreement by you.


5. MANAGED SERVICES

5.1 Where you have an explicit written agreement from RealVNC
    that you are authorized to use the Software to deliver a
    Managed Service to your End Clients, or you have purchased
    Software from one of RealVNC's authorized third party web
    portals, the terms of this clause 5 shall apply.
5.2 You acknowledge and agree that you are solely responsible for
    all use of the Software provided under this Agreement when
    providing a Managed Service, and that you are not entering
    into this Agreement in the capacity of an agent on behalf of
    any particular End Client. You shall ensure that End Clients
    fully comply with the terms and conditions of this Agreement
    governing the use of and access to the Software (and the
    limitations and restrictions in respect thereof) as though
    they applied to them and any other applicable policies or
    guidelines provided by us in relation to the Software from
    time to time.
5.3 Subject to clause 11.4, RealVNC accepts no liability in
    connection with use of the Software or Services on behalf of
    End Clients. You are responsible for the acts and omissions
    of End Clients (including Authorized Users of End Clients) as
    if those acts and omissions were your own. You agree to
    indemnify RealVNC against any and all claims, damages,
    liabilities, costs, and expenses (including reasonable legal
    fees) arising from the acts or omissions of End Clients.
5.4 You shall ensure that End Clients are aware of and comply
    with the terms of this Agreement as they pertain to the use
    (and restrictions of use) of the Software. In the event of
    any breach by an End Client, you must immediately notify us
    thereof in writing.


6. SUSPENSION OF SERVICE

6.1 RealVNC may suspend the access to or use of the Software by
    any or all of the Authorized Users if RealVNC determines that
    use of the Services:

    a) is in breach of this Agreement;

    b) poses a security risk;

    c) is adversely impacting or may adversely impact (as
    appropriate) the Services or any service provided by RealVNC
    to a third party; or
    d) where it is in the legitimate interests of RealVNC to do
    so, including where there is a reasonable risk that you may
    default in the payment of the Subscription Fees,

    and RealVNC shall use its reasonable endeavors to notify the
    affected Authorized Users before the suspension takes effect
    and as soon as reasonably practicable thereafter, and may use
    any reasonable means to do so.
6.2 Where RealVNC suspends access to or use of the Software under
    clause 6.1, the Customer remains responsible for all
    Subscription Fees.

7. SUPPORT SERVICES

7.1 During the term of this Agreement, provided all relevant
    Subscription Fees which are due and owing have been paid,
    RealVNC will provide the following Services to you in
    relation to the Software in accordance with the terms and
    conditions of this Agreement:

    a) provided you promptly notify RealVNC of any material
    defect in the Software (being any corrupt download), RealVNC
    shall, subject to the following provisions, use its
    reasonable endeavors to correct the problem and provide a
    corrected version as soon as practicable after being so
    notified; or

    b) make available any updates or improvements to the Software
    as published by RealVNC (which shall be made available on the
    Website). RealVNC may at its absolute discretion determine
    whether any updates or improvements are made available within
    existing Subscription packages or require an enhanced
    Subscription to access.
7.2 The Services do not include the correction of any defects due
    to:
    a) any combination or inclusion of the Software with or in
    any computer program, equipment or devices not on the
    approved list on the Website;
    b) any modification of the Software not made by RealVNC;
    c) you not giving RealVNC a sufficiently detailed description
    of the defect to enable RealVNC to identify the defect and to
    perform the Services; or

    d) any improper or unauthorized use or operation of the
    Software, including any use not in accordance    with    the 
      Acceptable    Use    Policy    available at
    https://www.realvnc.com/realvnc-acceptable-use-policy.
7.3 If a defect cannot be resolved in a reasonable time your sole
    and exclusive remedy will be for RealVNC to either, at its
    sole discretion:

    a) replace the Software; or
    b) refund to you such an amount as is equal to the
    Subscription Fee prorated over the remaining duration of the
    Subscription.

7.4 The Services shall continue in force for the chosen
    Subscription period from the start of the Subscription, and
    may be continued by renewing the Subscription at any time.

7.5 The Services are automatically renewed for an additional term
    of twelve months if you fail to terminate your Subscription
    before the expiry of the relevant Subscription period.
7.6 RealVNC shall notify you via email at least seven days before
    the Subscription Fees for any renewed Subscription become
    due.

7.7 You can opt out of having your Subscription auto-renew on the
    Website. If you elect not to have your Subscription
    auto-renew then your Subscription will automatically
    terminate on the last day of your Subscription period.


8. FEES

8.1 You shall pay the Subscription Fees in accordance with this
    clause 8 and any payment terms specified by RealVNC from time
    to time without set-off in respect of any liability of
    RealVNC. To the extent that your (or your Authorized Users')
    access or usage of the Software exceeds the applicable
    Concurrent Session Band at any point during the period of the
    relevant Subscription, we reserve the right to increase the
    Subscription Fees in accordance with such excess usage by
    notifying you in writing, and such increase may apply
    retrospectively (on a pro-rated basis) to the first time in
    which the applicable Concurrent Session Band was thus
    exceeded.

8.2 Unless otherwise agreed with RealVNC, Subscription Fees (and
    any expenses or other sums) payable under this Agreement are
    due at the start of the Subscription and shall be paid online
    using a credit or debit card. Payment confirmation will be
    provided after payment has been taken).

8.3 In the event you have purchased a Subscription to the
    Software through a Reseller and the Reseller does not pay the
    Subscription Fees to RealVNC in accordance with this clause
    8, you will be liable to pay the Subscription Fees to RealVNC
    in full, notwithstanding any payment you may have made to the
    Reseller.

8.4 All Subscription Fees, expenses or other sums payable under
    this Agreement are exclusive of any applicable value added
    tax, sales tax, or other applicable taxes or duties for which
    you shall be additionally liable.
8.5 If any sum payable to RealVNC is not paid within 14 days
    after the due date, including any sums payable by a Reseller
    for your Subscription, RealVNC may suspend performance of its
    obligations and/or charge interest on a daily basis at the
    rate of the lesser of: (i) 4% above the Bank of England's
    base rate from time to time in force, compounded quarterly;
    or (ii) the maximum rate permitted by applicable law, from
    the date for payment of that sum to the date of actual
    payment.
8.6 RealVNC shall be entitled to increase the Subscription Fees
    at any time upon thirty (30) days' prior written notice to
    you before the start of a new or renewed Subscription.

9. LIMITED WARRANTY
9.1 RealVNC warrants to you that the Software within your
    Subscription will perform substantially in accordance with
    any documentation provided for it for 90 days from the date
    of purchase of a Subscription (the “Warranty Period”).

9.2 You shall not benefit from the warranty set out in clause 9.1
    above if: (a) you report a problem outside of the Warranty
    Period; and/or (b) if the failure of the Software is the
    result of accident, abuse, misapplication or inappropriate
    use of the Software or use with Devices not meeting the
    minimum hardware and software requirements specified on the
    Website.

9.3 Notwithstanding clause 9.1, you acknowledge that the Software
    may evolve over time and that functionality may be added or
    removed from time to time.
9.4 RealVNC does not warrant that your use of the Software will
    be uninterrupted or error-free, or that the Software and/or
    the information or results obtained by you through its use of
    the Software will meet your requirements or those of End
    Clients (where applicable). Subject to its obligations under
    Applicable Data Protection Law (as defined in the Data
    Processing Addendum), RealVNC is not responsible for any
    delays, delivery failures, or any other loss or damage
    resulting from the transfer of Customer Data over
    communications networks and facilities, including the
    internet, and you acknowledge that the Software may be
    subject to limitations, delays, and other problems inherent
    in the use of such communications facilities.

9.5 In the event that a problem is reported in writing to RealVNC
    during the Warranty Period, your sole and exclusive remedy
    will be for RealVNC to either, at its sole discretion:
    a) replace the Software; or

    b) refund to you such an amount as is equal to the
    Subscription Fee.


10. INTELLECTUAL PROPERTY RIGHTS

10.1 All Intellectual Property Rights in and to the Software, the
     Services, and the Derived Data, shall belong to and remain
     vested in (or automatically upon creation shall vest in),
     RealVNC. Except for the license(s) granted to you in this
     Agreement, nothing in this Agreement grants to you or to any
     End Client or to any Authorized User any rights to or in any
     Intellectual Property Rights in the Software or the
     Services.

10.2 Without prejudice to clause 10.1, to the extent that you or
     any End Client's or Authorized User's use of the Software
     results in any modifications, adaptations, developments, or
     any derivative works of or to the Software or the Services
     (“Improvements”), then notwithstanding any rights or
     remedies of RealVNC under this Agreement, any and all
     intellectual property rights in and to such Improvements
     shall immediately vest in and be owned by RealVNC.

10.3 RealVNC makes no representation or warranty as to the
     validity or enforceability of the intellectual property
     rights in the Software.
10.4 RealVNC shall defend you against any third party claim that
     the use of the Software in accordance with this Agreement
     infringes any third party Intellectual Property Right and
     shall indemnify you for and against any amounts awarded
     against you in judgment or settlement of such claims,
     provided that: (i) RealVNC is given prompt notice of such
     claim; (ii) you provide reasonable co-operation to RealVNC
     in the defense and settlement of such claim, at RealVNC’s
     expense; (iii) RealVNC is given sole authority to defend or
     settle the claim; and
     (iv) you make no admission of liability or fault yourself,
     or on behalf of RealVNC.

10.5 In the defense or settlement of any claim pursuant to clause
     10.4 above, RealVNC may at its sole option and expense
     either: (i) procure for you the right to continue using the
     Software in the manner contemplated by this Agreement; (ii)
     replace or modify the Software so that it becomes
     non-infringing; or (iii) terminate this Agreement
     immediately by providing written notice to you, without
     liability to you or any End Client (as applicable).

10.6 RealVNC shall not in any circumstances have any liability
     (including in respect of the indemnity provided under clause
     10.4) if the alleged infringement is based on: (i)
     modification of the Software by anyone other than RealVNC;
     or (ii) your, any End Client's or any Authorized User’s use
     of the Software otherwise than in accordance with this
     Agreement or in a manner contrary to the instructions given
     to you by RealVNC; or (iii) your, any End Client's or any
     Authorized User’s use of the Software after notice of the
     alleged or actual infringement from RealVNC or any
     appropriate authority; or (iv) use or combination of the
     Software with any other software or hardware, in
     circumstances where, but for such combination, no
     infringement would have occurred.

10.7 You shall defend RealVNC against all or any costs, claims,
     damages or expenses incurred by RealVNC in respect of any
     third party claim relating to the Customer’s or any End
     Client's or Authorized User’s use of the Software otherwise
     than in accordance with this Agreement, provided that: (i)
     you are given prompt notice of such claim; (ii) RealVNC
     provides reasonable co-operation to you in the defense and
     settlement of such claim, at your expense; and (iii) you are
     given sole authority to defend or settle the claim; and (iv)
     RealVNC makes no admission of liability or fault itself or
     on behalf of you.


11. LIMITATION ON LIABILITY
11.1 This clause 11 sets out the entire financial liability of
     RealVNC to you arising under this Agreement, including in
     respect of any use made by you or the End Clients or the
     Authorized Users of the Software and the Services.

11.2 Except as expressly and specifically provided in this
     Agreement, you assume sole responsibility for any
     information or results obtained by you or the Authorized
     Users from use of the Software and Services, and for
     conclusions drawn from such use. RealVNC shall have no
     liability for any damage caused by errors or omissions in
     any information or data, or any actions taken by RealVNC at
     your direction. No other party is entitled to rely on the
     output, information or results produced by you through your
     and the Authorized Users’ use of the Software for any
     purpose.

11.3 Except as expressly and specifically provided in this
     Agreement, all warranties, representations, conditions, and
     all other terms of any kind whatsoever implied by statute or
     common law are, to the fullest extent permitted by
     applicable law, excluded from this Agreement. You
     acknowledge that the Software, the Services and any
     information provided by or on behalf of RealVNC are provided
     to you on an 'as is' basis.

11.4 Nothing in this Agreement excludes either party's liability
     for death or personal injury caused by its negligence, fraud
     or fraudulent misrepresentation or for any liabilities that
     cannot be excluded under applicable law.

11.5 Subject to clause 11.4, RealVNC shall not be liable for any
     consequential, indirect, special, incidental, punitive or
     exemplary damages, whether foreseeable or unforeseeable,
     including loss of profit, loss of business, loss of
     goodwill, loss of or corruption of data, loss caused or
     contributed to by any of your agents or Representatives,
     Authorized Users or End Client, loss caused as a result of
     the Software being unavailable as a result of planned
     downtime for the Software, as notified to you from time to
     time, loss arising from any failure of your infrastructure
     and/or utilities, loss caused as a result of the Software
     being unavailable due to a Force Majeure Event, or loss
     caused by the failure or delay of any third party
     application or service or network.
11.6 Subject to the other provisions of this clause 11, RealVNC’s
     entire, aggregate liability to you whether in contract, tort
     (including negligence), for breach of statutory duty or
     otherwise arising out of or relating to this Agreement shall
     be limited to the total Subscription Fees paid by you during
     the twelve (12) months immediately preceding the date on
     which the claim arose.


12. CONFIDENTIALITY

12.1 Each party agrees to keep confidential and not use for any
     purpose other than the performance of its obligations under
     this Agreement, all Confidential Information of the other
     party.

12.2 Each party will only disclose or reveal any of the other
     party’s Confidential Information disclosed to it to:
     a) those of its personnel who are required in the course of
     their duties to receive it for the purpose for which it is
     supplied (provided that each party shall ensure that any
     such personnel to whom it discloses the other party's
     Confidential Information comply with this clause 12); and

     b) any court, governmental or administrative authority
     competent to require the same, or as required by any
     applicable law, regulation, or governmental or regulatory
     body which is lawfully entitled to require the disclosure
     (and in each such case, the party shall, if legally
     permissible, notify the other party of the requirement as
     soon as reasonably practicable and use commercially
     reasonable endeavors to discuss with the other party and
     agree any possible limitations or restrictions on disclosure
     in advance to the extent permitted by law).
12.3 The provisions of clauses 12.1 and 12.2 shall not apply to
     information that:

     a) is or becomes generally available in the public domain
     otherwise than arising in connection with a breach of this
     clause by the recipient;
     b) is lawfully in the recipient's possession free of any
     restrictions as to its use or disclosure at the time of
     disclosure by the disclosing Party;

     c) is lawfully acquired from an independent third party who
     did not itself obtain it under an obligation of
     confidentiality; or
     d) is independently developed without access or reference to
     any information disclosed by the disclosing party.

12.4 You acknowledge that the Software, including the way in
     which data, information, works and materials are visualized
     when using, or are otherwise presented by, the Software and
     the results of any performance tests of the Software,
     constitute RealVNC's Confidential Information.

12.5 RealVNC acknowledges that the Customer Data is your
     Confidential Information or the Confidential Information of
     your End Client (as applicable)..
12.6 The provisions of this clause 12 shall survive termination
     or expiry of this Agreement, however arising.


13. CUSTOMER DATA AND DERIVED DATA
13.1 You or the relevant End Client(s) (as applicable) shall own
     all right, title and interest in and to all the Customer
     Data and you shall have sole responsibility for the
     legality, reliability, integrity, accuracy, and quality of
     the Customer Data.

13.2 You warrant and represent that you have the authority,
     including all necessary rights, licenses, and permissions,
     to upload and use, and to permit RealVNC to process, the
     Customer Data in accordance with this Agreement.

13.3 You hereby grant to RealVNC a worldwide, non-exclusive,
     irrevocable, royalty-free license during the Term to process
     the Customer Data for the purpose of providing the Software
     and the Services. For the avoidance of doubt, RealVNC does
     not process Customer Data outside of the necessary
     processing specified in this Agreement or the Data
     Processing Addendum as may be updated from time to time at
     https://help.realvnc.com/hc/en-us/articles/5438412949405.

13.4 You authorize RealVNC to use the Customer Data to improve
     the performance and functionality of the Software to develop
     improvements, updates, upgrades, modifications, or
     derivative works thereof which shall constitute Improvements
     (as defined in clause 10.2).

13.5 RealVNC may track and analyze your, End Clients', and the
     Authorized Users' use of the Software for the purposes of
     security and to help RealVNC improve the Services, including
     the Software.

13.6 Each Party shall comply with its obligations under the Data
     Processing Addendum as may be updated from time to time at
     https://help.realvnc.com/hc/en-us/articles/5438412949405.
     The Data Processing Addendum is in addition to, and does not
     relieve, remove, or replace, the Parties' respective
     obligations or rights under the Data Protection Legislation.
13.7 You shall indemnify and hold harmless RealVNC from and
     against all losses, damages, liabilities and claims, arising
     from or in relation to any third party claim that the
     processing and use of the Customer Data in accordance with
     this Agreement infringes or misappropriates any third party
     Intellectual Property Rights or breaches Data Protection
     Legislation.


14. AUDIT

14.1 RealVNC is entitled on reasonable notice from time to time
     to require you to permit or procure the permission for a
     duly authorized employee, agent or representative of RealVNC
     to audit the use of the Software, and to assess compliance
     with this Agreement, including for this purpose to access
     your premises and systems, and to take copies of records.

14.2 If any such audits reveal that you have underpaid RealVNC
     for your use of the Software, including exceeding the number
     of Authorized Users or End Clients (as applicable) then,
     without prejudice to RealVNC's other rights, you shall pay
     to RealVNC, in accordance with clause 8.4, an amount equal
     to such underpayment as calculated in accordance with the
     Subscription Fees and RealVNC's reasonable costs of
     conducting such audit.


15. EXPORT CONTROL

    The United States and other countries control the export of
    Software and information. You are responsible for compliance
    with the laws of your local jurisdiction regarding the
    import, export or re-export of the Software, and agree to
    comply with such restrictions and not to export or re-export
    the Software where this is prohibited. By downloading the
    Software, you are agreeing that you are not a person or
    entity to which such export is prohibited.


16. TERM AND TERMINATION

16.1 This Agreement shall continue in force for the duration of
     your Subscription (and any subsequent renewal Subscription)
     (the “Term”) unless terminated in accordance with this
     clause.
16.2 You may terminate your Subscription at any time by giving
     thirty (30) days' notice in writing to RealVNC. Termination
     of your Subscription and this Agreement by you or by RealVNC
     shall not entitle you to any refund for any unexpired
     portion of your Subscription period (as renewed or extended
     from time to time).

16.3 Without affecting any other right or remedy available to it,
     either party may terminate this Agreement with immediate
     effect by giving written notice to the other party if:
     a) the other party commits a material breach of any terms of
     this Agreement, which breach is incurable or (if such breach
     is curable) fails to cure that breach within ten (10)
     business days after being notified in writing to do so; or
     b) the other party suspends, ceases, or threatens to suspend
     or cease carrying on its business or a substantial part
     thereof, or suffers an Insolvency Event.

16.4 On termination of this Agreement for any reason:
     a) all licenses granted under this Agreement shall
     immediately terminate;

     b) all Subscription Fees which are outstanding on the date
     of termination shall become immediately due and payable;
     c)      subject to the terms and conditions of this
     Agreement, you shall and, where applicable, shall procure
     that each End Client shall return or destroy and make no
     further use of any Confidential Information, equipment,
     property and other items (and all copies of them) belonging
     to the other party, including in your case, and shall
     irretrievably delete the Software from all Customer Devices
     and any media on which the Software is stored within 5 days
     of termination of this Agreement and shall certify to
     RealVNC in writing that it has complied with this clause;
     and

     d) any rights, remedies, obligations or liabilities of the
     parties that have accrued up to the date of termination,
     including the right to claim damages in respect of any
     breach of this Agreement which existed at or before the date
     of termination shall not be affected or prejudiced.


17. GENERAL TERMS

17.1 This Agreement constitutes the entire agreement between the
     parties and supersedes and extinguishes all previous
     agreements, promises, assurances, warranties,
     representations, and understandings between them, whether
     written or oral, relating to its subject matter. For the
     avoidance of doubt, no additional terms and conditions that
     a party includes in or with a purchase order, purchase order
     acceptance, payment, course of dealing between the parties
     or otherwise, shall vary the terms and conditions set forth
     in this Agreement except as provided by clause 17.7.

17.2 The construction, validity and performance of this
     Agreement, and any dispute that might arise between you and
     RealVNC relating to the subject matter of this Agreement,
     shall be governed in all respects by, without reference to
     conflict of law rules, either: (i) the laws of the State of
     New York, solely where the contracting RealVNC entity is
     RealVNC, LLC, and the parties agree to submit to arbitration
     as described further below in clause 17.3 and otherwise to
     the exclusive jurisdiction of the state and federal courts
     located in the State of New York; or (ii) in all other
     cases, English law, and the parties agree to submit to the
     exclusive jurisdiction of the English courts. The United
     Nations Convention for the Sale of Goods does not apply to
     this Agreement.

17.3 If the contracting RealVNC entity is RealVNC, LLC, disputes
     will be resolved by binding arbitration, rather than in
     court, except that either party may elect to proceed in
     small claims court if your claims qualify, and the Federal
     Arbitration Act and federal arbitration law apply to this
     Agreement. There is no judge or jury in arbitration, and
     court review of an arbitration award is limited. However, an
     arbitrator can award the same damages and relief as a court
     (including injunctive and declaratory relief or statutory
     damages), and must follow the terms of this Agreement as a
     court would. Before you may begin an arbitration proceeding,
     you must send a letter notifying us of your intent to pursue
     arbitration and describing your claim to our registered
     office at 850 New Burton Road, Suite 201, Dover, DE 19904,
     United States. The arbitration will be conducted by the
     American Arbitration Association (AAA) under its commercial
     rules, which are available at www.adr.org or by calling
     1-800-778-7879. Payment of filing, administration and
     arbitrator fees will be governed by the AAA commercial fee
     schedule. We and you agree that any dispute resolution
     proceedings will be conducted only on an individual basis
     and not in a class, consolidated or representative action.
     We and you further agree that the underlying award in
     arbitration may be appealed pursuant to the AAA’s Optional
     Appellate Arbitration Rules. If for any reason a claim
     proceeds in court rather than in arbitration we and you
     waive any right to a jury trial. Notwithstanding the
     foregoing we and you both agree that you or we may bring
     suit in court to enjoin infringement or other misuse of
     intellectual property rights.

17.4 Neither party is responsible for failing to fulfil its
     obligations (other than its payment obligations) under this
     Agreement due to causes beyond its reasonable control that
     directly or indirectly delay or prevent timely performance
     (“Force Majeure Event”). Any dates or times by which each
     party is required to render performance under this Agreement
     shall be postponed automatically to the extent that the
     party is delayed or prevented from meeting them by a Force
     Majeure Event. If the Force Majeure Event prevents, hinders,
     or delays the affected party’s performance of its
     obligations for a continuous period of more than 30 days,
     the affected party may terminate this Agreement by giving 30
     days’ written notice to the other party.

17.5 If any provision of this Agreement is found to be invalid by
     any court having competent jurisdiction, the invalidity of
     such provision shall not affect the validity of the
     remaining provisions of this Agreement, which shall remain
     in full force and effect.

17.6 Despite anything else contained in this Agreement, neither
     party will be liable for any delay in performing its
     obligations under this Agreement if that delay is caused by
     circumstances beyond its reasonable control (including,
     without limitation, any delay caused by an act or omission
     of the other party) and the party affected will be entitled
     to a reasonable extension of time for the performance of its
     obligations.

17.7 No variation of this Agreement shall be effective unless it
     is in writing and signed by the parties (or their authorized
     Representatives) or offered by RealVNC by means of a quote
     and accepted by you.

17.8 This Agreement does not create any third-party beneficiary
     rights in any person that is not a party to this Agreement.
     A person who is not a party to this Agreement shall not have
     any right to enforce any term of this Agreement.
17.9 This Agreement may be executed in any number of
     counterparts, each of which when executed shall constitute a
     duplicate original, but all the counterparts shall together
     constitute the one agreement.

17.10 You may not assign, subcontract, sublicense, novate, or
      otherwise transfer any of your rights or obligations under
      this Agreement to any third party (for example, any End
      Client). RealVNC may assign all or part of the benefits or
      all or part of its obligations under this Agreement to any
      affiliated company.














