License Agreement

You should read the following terms and conditions carefully before downloading, installing, and/or using the Software. By downloading, installing, and/or using the Software, you agree to the terms of this license agreement (agreement). As used in this agreement, 'Company' means Synchronica plc, a company incorporated in England under number 3276547 whose registered office is at Mount Pleasant House, Lonsdale Gardens, Tunbridge Wells, Kent TN1 1NY, United Kingdom, and its agents; and 'Customer' means the individual or entity purchasing, downloading, using, and/or installing the Software, together with any individual or entity on whose behalf said individual or entity is acting in purchasing, downloading, using, and/or installing the Software; and 'Software' means the Mobile Gateway Enterprise Edition.

1 Commencement

This agreement shall commence when the Software is downloaded and is effective until terminated. This agreement and all rights granted to the Customer under this agreement will terminate automatically without notice from the Company if the Customer fails to comply with any term, condition, or provision of this agreement or if the funds paid for the license of the Software are refunded or are not received or if the Customer becomes insolvent, ceases trading, or is unable or unwilling to pay its debts as they fall due. Upon termination, the Customer must destroy the Software and all copies of it and any part of it including modified copies, if any.

2 Software License and Notice of Copyright Protection

2.1 In consideration of payment of the license fee and the Customer agreeing to abide by the terms of this agreement, the Company shall supply the Customer with a license key enabling use of the Software and grants the Customer the non-exclusive, non-transferable, non-sublicensable right (for the duration of this agreement) to download, install, and/or use the Software on a computer network at one location (server) for the internal business purposes of the Customer. Multiple installations of the Software or installation of the Software at a second location are not included in the license fee and will require the purchase of a separate license key for every installation. The Customer may not transfer, sub-license, reproduce, distribute, or otherwise deal with the Software or any license key except with the express written permission of the Company.

2.2 The number of different remote users that will be able to create an individual account will be limited according to the licensing option purchased. In order to add additional users, a separate license key will need to be purchased.

3 Support Services

3.1 The Customer must purchase the support services for the first year from the Company at the Company's then current list price as amended from time to time. Supply of the support services shall commence on payment of the license fees and support fees and shall continue for an initial term of one year from that date, subject to payment of all applicable charges. The support services shall continue after that initial term for subsequent twelve month terms unless either the Customer or the Company gives to the other not less than 15 days' written notice of termination prior to the expiry of the initial term or any anniversary of the initial term.

3.2 The Company agrees to provide the following support services:

3.2.1. To develop (as needed) and provide the Customer with maintenance releases of the Software including bug fixes, patches, and workarounds, excluding new versions and upgrades. The Company shall in its sole discretion determine whether a release is an upgrade, new version, or a maintenance release.

3.2.2. To provide technical assistance by email in the resolution of difficulties in the installation, deployment, and use of the Software.

3.2.3. Subject to a maximum number of 24 calls per calendar year, to provide technical assistance by telephone during the hours of 9:00 and 17:00 Central European Time (London time +1 hour), Monday through Friday, in the resolution of difficulties in the installation, deployment, and use of the Software.

3.2.4. To deliver or make available technical documents relating to the deployment and use of the Software on the host system.

3.3 Support Service Limitations: The support services do not include technical assistance under any of the following circumstances:

3.3.1. General issues relating to the purchase, installation, and use of operating systems, servers, or any third-party products not directly related to the operation of the Software.

3.3.2. Issues relating to the purchase, configuration, operation, or troubleshooting of mobile devices.

3.3.3. Support outside the hours specified in paragraph 3.2.3 or on-site support, training, or customized programming. If any such services are to be provided, additional charges will apply.

3.4. The Company reserves the right to limit each telephone call to one hour and to deal with only one support issue or question per contact (telephone or electronic).

3.5. The Company reserves the right to limit the number of individuals eligible to receive support services under any one given support agreement.

3.6. Any requests for support that the Company deems to be abusive or fraudulent in its reasonable discretion, such as a high number of calls that concern previously resolved issues, repeated posing of questions to which the answer is readily found in the documentation or on which training has been provided by the Company, and discussion of issues that are not related to technical support are not covered under this agreement.

3.7. Issues resulting from use of the Software for which it was not intended or due to any unauthorized alteration of the Software by the Customer or resulting from any act of riot, fire, flood, war, act of violence, or any other similar occurrence are not covered under this agreement.

3.8. Non-performance of the Software where the number of users exceeds the specific license purchased is not covered under the support services.

3.9. The support services do not extend to demo, trial, or pre-release versions of the Software.

3.10 The Customer may opt for additional support to that outlined in this clause 3, subject to payment of additional fees.

3.11 Responsibilities of the Company:

3.11.1. To use reasonable endeavours to provide assistance in a timely manner. The resolution of any problem will depend on the particular issues involved and thus cannot be guaranteed.

3.11.2. To log all requests for customer support.

3.11.3. To render corrections in the form of updates and bug fixes where necessary to assure the correct functioning of the Software as intended in a reasonable time frame.

3.11.4. To notify the Customer of any updates, bug fixes, and workarounds to the Software and to make such updates available to the Customer for download.

3.11.5. To hold any data obtained from the Customer in the resolution of technical support issues strictly confidential.

3.12 Responsibilities of the Customer:

3.12.1. To use the Software within its intended guidelines.

3.12.2. To install the most recent available updates.

3.12.3. To maintain the operating environment under which the Software is installed as intended with regard to hardware and operating system requirements and recommendations. Factors, such as the expected number of concurrent users, as well as third-party applications that may place a heavy demand on system resources, are to be taken into consideration. Appropriate equipment is recommended to reduce the risk of data loss due to electrical outages and fluctuations.

3.12.4. To make backup copies of all critical data on a regular basis, as well as prior to attempting any troubleshooting activities.

3.12.5. To utilize the synchronization log features provided by the Software and to make such log data available to the Company upon request in order to assist the Company's support staff in troubleshooting software problems.

3.12.6. When intending to forward data to the Company from any party not a part of this agreement, to first obtain the necessary permissions to release such data from that party. The Customer shall act in accordance with all applicable privacy and intellectual property laws.

3.12.7. To provide the technical staff at the Company with all significant information that may affect the operation of the Software, such as versions of operating systems, servers, mobile device makes and models, screen shots, recent changes in the operating environment, any unusual usage patterns, and any other information that may assist in troubleshooting problems with the Software. The Customer shall use reasonable efforts to isolate and document the problem and the necessary steps to reproduce the problem.

3.12.8. To provide the technical staff at the Company with up-to-date contact information including email addresses, telephone, and fax numbers, as well as to provide email server URLs and account information when required for troubleshooting purposes.

3.12.9. The Customer must not misuse the Software to distribute viruses, trojans, worms, logic bombs, or other material which is malicious or technologically harmful or to send unsolicited emails, texts, or MMSs, participate in any phishing or other scam campaigns and will indemnify and keep the Company indemnified against all losses, damages, costs (including legal costs), expenses, claims, and proceedings arising out of or in connection with a breach by the Customer of this provision.

3.13. Any Software upgrades, updates, or bug fixes provided under this agreement are to be construed as a replacement of the original licensed product and shall not constitute the issuance of a new Software license.

3.14. The Customer is responsible for any telephone and data transmission costs that may arise through the utilization of support services.

4 Fees and Payment

4.1. License fees are payable by the Customer to the Company on placing an order for the Software.

4.2. Support fees are payable annually in advance. The Company reserves the right to increase the annual support fee on each anniversary of this agreement in accordance with its then current list price as amended from time to time and will issue an invoice in respect of subsequent annual support fees at least 30 days prior to each anniversary of the date of this agreement. Additional charges may be required to be paid in respect of on-site support or other services provided by the Company outside the scope of the support services, the rates for which may be amended by the Company from time to time. Additional charges are payable on a monthly basis.

4.3 Where the Customer has registered for a free trial and the Customer's use of the Software continues beyond the period of the free trial, the Customer will be charged the full license fee and the credit or debit card specified in the registration will be charged accordingly. Further, if the Customer attempts to register for a second or further free trial of the Software within twelve months of a previous registration for a free trial of the Software, the Customer will be charged the full license fee and the credit or debit card specified in the registration form will be charged accordingly.

4.4 Payment of all sums due to the Company must be made by the Customer in full without set-off, deductions, or withholding for or on account of any taxes, fees, levies, imports, duties, or charges of any nature imposed by any governmental authority on any payment due hereunder, except as required by law. Where the Customer is based in the U.K. or where it is based in the EU and is unable to provide a valid VAT number, VAT is payable in addition to all fees. All sums exclusive of any applicable tax, duties, or levies which the Customer must pay in addition.

4.5 The Company shall also be entitled to charge interest on any overdue amounts at a rate of four percent per annum above the base rate of Barclays Bank plc from time to time, such interest to be compounded daily and to accrue from the date that payment was due until the date that payment is made in full, whether before or after judgment.

4.6 The Customer warrants, covenants, and represents that the debit or credit card details specified in the purchase order or registration form concerning the use of the Software are true and accurate in all respects and that the credit card or debit card so specified are the Customer's.

5 Refund Policy and Free Trials

5.1 Subject to the provisions below all requests for refund or credit must be made in writing within 30 days of receipt of the order. Requests made after 30 days will not be accepted. Refunds will only be issued on the condition that the Software is removed from all network and computer systems. The Company reserves the right to require the execution and delivery to the Company of a Destruction of Intellectual Property Certificate prior to issuing a refund. This provision does not apply where the Customer has registered for a free trial of the Software in the last twelve months.

5.2 The Company reserves the right to resolve any claims regarding malfunction of the Software by providing the Customer with a functional replacement of the Software. This shall be its sole liability and the Customer's sole remedy.

5.3 In relation to a refund of the support fee for the initial term referred to above, the Customer is entitled to a refund within the first 30 days of the agreement, provided that the Customer has made no use of the support services described in this agreement and has provided the Company with a signed written request for cancellation of the support services.

5.4 The Customer acknowledges and accepts that it is entitled to register for only one free trial of the Software in any twelve month period and accepts that where it registers or attempts to register for any further trial within twelve months, it will be charged the full license fee, and this will be debited to the debit or credit card specified in the registration form.

6 Intellectual Property

6.1 All intellectual property and rights of know-how and confidence in the Software together with any intellectual property rights created as a result of provision of the services provided by the Company to the Customer under this agreement (including any modifications, alterations, or additions to the Software, whether or not made at the request of the Customer) belong to the Company. The Customer acknowledges that all intellectual property rights in the Software throughout the world belong to the Company, that rights in the Software are licensed to it and that it has no right in or to the Software, except the right to use it in accordance with the terms of this agreement. The Customer shall not and shall ensure that each user of the Software does not (i) copy the Software, except where such copying is incidental to normal use of the Software; (ii) make alterations to or modifications of the whole or any part of the Software nor permit the Software or any part of it to become incorporated in or combined with any other program or programs; (iii) except to the extent permitted by law, disassemble, decompile, reverse engineer, or create derivative works based on the whole or any part of the Software nor attempt to do any such things.

7 Disclaimer of Warranty and Limitation of Liability

7.1 THE SERVICES SHALL BE PROVIDED WITH REASONABLE SKILL AND CARE. THE SOFTWARE AND THE ACCOMPANYING FILES ARE PROVIDED AS IS AND WITHOUT WARRANTY, CONDITION, OR REPRESENTATION, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT. ANY WARRANTY, CONDITION, REPRESENTATION, OR OTHER TERM CONCERNING THE SUPPLY OF THE SOFTWARE OR SERVICES WHICH MIGHT OTHERWISE BE IMPLIED INTO OR INCORPORATED IN THIS AGREEMENT OR ANY COLLATERAL CONTRACT, WHETHER BY STATUTE, COMMON LAW, OR OTHERWISE, IS HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

7.2 WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE IS OFFERED. THE CUSTOMER ACKNOWLEDGES THAT THE SOFTWARE HAS NOT BEEN CREATED TO MEET THE CUSTOMER'S SPECIFIC REQUIREMENTS AND THAT IT IS THEREFORE ITS RESPONSIBILITY TO CHECK THAT THE FACILITIES AND FUNCTIONALITY OF THE SOFTWARE MEET ITS REQUIREMENTS. THE CUSTOMER ACKNOWLEDGES THAT THE SOFTWARE MAY NOT BE FREE OF MINOR BUGS, ERRORS, AND/OR VIRUSES AND AGREES THAT THE EXISTENCE OF SUCH MINOR BUGS, ERRORS, AND/OR VIRUSES DOES NOT CONSTITUTE A BREACH OF THIS AGREEMENT AND THAT THE COMPANY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY ANY SUCH MINOR BUGS, ERRORS, AND/OR VIRUSES. THE CUSTOMER ACKNOWLEDGES THAT IT IS ITS RESPONSBILITY TO USE UP-TO-DATE, EFFECTIVE ANTIVIRUS SOFTWARE ON ITS DEVICE(S). FURTHER, DUE TO THE WIDE VARIETY OF MOBILE DEVICES AVAILABLE ON THE MARKET, THE COMPANY CANNOT GUARANTEE THE TROUBLE-FREE OPERATION OF THE SOFTWARE WITH EVERY DEVICE, NEITHER DOES THE COMPANY WARRANT THAT ALL SOFTWARE QUESTIONS AND PROBLEMS CAN BE RESOLVED.

7.3 IN NO EVENT WILL THE COMPANY BE LIABLE TO THE CUSTOMER FOR ANY LOSS OF PROFITS, LOSS OF ACTUAL OR ANTICIPATED SAVINGS, LOSS OF DATA, LOSS OF GOODWILL, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL LOSS OR DAMAGES ARISING OUT OF CUSTOMER'S USE OR INABILITY TO USE THE SOFTWARE OR THE COMPANY'S BREACH OF THIS AGREEMENT OR OUT OF THE COMPANY'S NEGLIGENCE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CUSTOMER IS EXPECTED TO USE PRUDENT CARE IN THE PROTECTION OF CRITICAL DATA INCLUDING THE PERFORMANCE OF BACKUPS, ESPECIALLY PRIOR TO ANY TROUBLESHOOTING ACTIVITIES.

7.4 THE COMPANY DOES NOT ASSUME LIABILITY FOR ANY LOSSES DUE TO MALFUNCTION OF THE SOFTWARE. WITHOUT PREJUDICE TO THE FOREGOING, ANY LIABILITY OF THE COMPANY FOR MALFUNCTION OF THE SOFTWARE WILL BE LIMITED EXCLUSIVELY TO PRODUCT REPLACEMENT OR A REFUND OF THE LICENCE FEE. IN ALL OTHER CIRCUMSTANCES, THE TOTAL LIABILITY OF THE COMPANY UNDER THIS AGREEMENT OR IN CONNECTION WITH THE PROVISION OF THE SOFTWARE AND/OR SERVICES SHALL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE TWELVE MONTH PERIOD PRIOR TO THE OCCURRENCE OF THE DEFAULT COMPLAINED OF OR, WHERE THE AGREEMENT HAS BEEN IN FORCE FOR LESS THAN TWELVE MONTHS, TO THE LEVEL OF THE FEES PAID BY THE CUSTOMER.

7.5 FORCE MAJEURE. THE COMPANY WILL NOT BE LIABLE FOR ANY FAILURE OR DELAY IN PERFORMANCE IF SUCH FAILURE OR DELAY IS DUE TO CAUSES BEYOND ITS REASONABLE CONTROL INCLUDING, BUT NOT LIMITED TO, COMMON CARRIER OUTAGES, NATURAL DISASTERS, WARS, OR CIVIL DISTURBANCES.

7.6 NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR IN ANY WAY LIMIT THE COMPANY'S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR ANY OTHER LIABILITY TO THE EXTENT THAT IT MAY NOT BE EXCLUDED OR LIMITED AS A MATTER OF LAW.

8 Privacy Policy

8.1 The Company collects and stores the billing information provided for the purpose of fulfilling customer orders, collecting license and support fees, to maintain licensing information on the products it supplies to its customers, and to comply with any regulatory and accounting requirements. The Company may also use customer data to provide support services and to provide notifications of available software upgrades. The Company may also use such information to inform customers by email, telephone, SMS, or post about its other products and services, unless the Customer has opted out from receiving such information.

8.2 The Company does not sell, trade, or give away any account or licensing information to third parties.

8.3 The Company utilizes SSL technology to encrypt all data communicated during the online ordering process in order to protect the privacy of its customers. A cookie may be placed on the purchaser's computer during the ordering process for the purpose of session tracking; this information may be deleted by the Customer once its web browser has been closed.

9 Termination

9.1. The support services may be terminated by either party as set out above.

9.2. This agreement shall continue in effect unless terminated in accordance with this paragraph. Either party may (without prejudice to its other rights) terminate this agreement by notice in writing to the other with immediate effect if the other party is in breach of any term of this agreement and fails to rectify that breach within 30 days of receipt of a written notice specifying the breach and requiring its remedy or if the other party becomes bankrupt or insolvent under the laws of any applicable jurisdiction or if the other party's business is placed in the hands of a receiver or trustee, whether voluntarily or otherwise.

9.3. The Company may cancel this agreement without further notice to the Customer due to non-payment of the applicable support fees by the due date.

9.4. Upon termination of this agreement for any reason, all rights granted shall immediately cease, and the Customer shall immediately cease all use of the Software. The Company reserves the right to require the execution and delivery to the Company of a Destruction of Intellectual Property Certificate prior to issuing a refund.

10 General

10.1. A person who is not a party to this agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 shall have no right to enforce any provision of this agreement, but this shall not affect any right which exists or is available apart from that act.

10.2 This agreement constitutes the entire agreement between the parties in connection with the licensing of the Software and supersedes any prior agreement, understanding, and/or arrangement between the parties, whether oral or in writing. If any term, condition, or provision of this agreement is determined by any competent authority to be unlawful, void, or unenforceable, then that term, condition, or provision will be severed from the remaining provisions, terms, and conditions and, to the fullest extent permissible by law, will not affect the validity and enforceability of any remaining terms, conditions, and provisions.

10.3 This agreement shall be governed by the laws of England. Save as provided below, the Customer expressly agrees that the English courts have exclusive jurisdiction for any claim or dispute with the Company or relating in any way to the Customer's licensing, downloading, operation, or use of the Software. Nothing in this clause shall limit the Company's right to take proceedings against the Customer in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

10.4 This agreement is personal to the Customer and may not be assigned to any third party in whole or in part without the Company's prior written consent.