END-USER SOFTWARE LICENCE AGREEMENT

FOR VELOCIX (1) UNIFIED NETWORK API, and (2) UNIFIED MANAGEMENT SYSTEM ("Software") LICENSEES
(EULA: version 1 dated 10 March 2016)

Please read this EULA carefully before first accessing the software and/or documentation.

If you do not agree to all of the terms and conditions of this EULA you are not authorized to use the software or documentation.

You agree that your use of the software and the documentation constitutes an acknowledgement that you have read this EULA, understand it, and agree to be bound by its terms and conditions.

This End User License Agreement ("EULA") is between Velocix Solutions ("Velocix"), and you individually, if you are agreeing to it in your own capacity, or if you are authorized to enter into this EULA on behalf of your company or other organization, then the entity for whose benefit you act ("End User" or "you"). Velocix and End User are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

This EULA is effective on the date that End User first accesses the Software or any materials describing its use (the "Documentation") ("Effective Date").

NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained and intending to be legally bound thereby, the Parties agree as follows:

1. LICENSE

Velocix hereby grants to End User a non-exclusive, non-transferable, non-sublicensable, and personal license under Velocix Intellectual Property Rights that Velocix owns or has the right to license to use Software and the Documentation for which activation has been authorized solely: (1) to interface End User systems with Velocix Software; and/or (2) to configure or set policies for the Velocix Software within the parameters of the Velocix Software's features and functionality only for use in the Velocix Software environment of an authorized user/licensee of Velocix Software to the extent of the license granted for the original Velocix Software. No right is granted to Licensee to create derivative works of, or otherwise modify, the Software or the Velocix Software.

2. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

a. The Software and Documentation are not sold to End User. Instead, the End User receives the license under Section 1. End User acknowledges and agrees that Velocix or its third party licensors own and shall retain full ownership rights in Software and Documentation and all Intellectual Property Rights therein. "Intellectual Property Rights" means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights.

b. No rights or licenses are granted directly or indirectly, whether impliedly or under any theory of estoppel, or otherwise under any Intellectual Property Rights (including, but not limited to, patents), whether or not the exercise of any right herein granted necessarily employs an invention of any existing or later issued patent of Velocix or of any third party except those expressly set forth in Section 1 or in third party agreements associated with Software and Documentation.

3. CONFIDENTIAL INFORMATION

a. The Software, Documentation and any other information provided to End User by Velocix for use with the Software ("Confidential Information") under this EULA constitute and contain Velocix's confidential and proprietary information and End User shall not disclose Confidential Information to any third party or use it for any purpose other than the use stated in Section 1. Notwithstanding the preceding sentence, End User shall not be required to maintain such confidentiality in respect of portions of the Confidential Information, if any, (a) previously known to End User free of any obligations to keep confidential; (b) generally known to the public, provided that such public knowledge was not the result of any act attributable to End User; (c) which Velocix otherwise explicitly agrees in writing need not be kept confidential; or (d) which is requested pursuant to a judicial or governmental request, requirement or order under law, provided that End User provides Velocix with sufficient prior notice in order to contest such request, requirement or order or seek protective measures.

b. End User may grant access to the Confidential Information only to End User's employees (including for purposes of this paragraph, consultants and contractors) who have a need to know to the extent of the use stated in Section 1, who agree in writing to be bound to terms at least as restrictive as those stated in this EULA and who End User causes to comply with the provisions of this EULA. End User will promptly report to Velocix any actual or suspected violation of this Section 3 and shall take all reasonable steps requested by Velocix to prevent or remedy any such violation.

4. FOSS

a. If the Software contains free or open source software (FOSS) that is packaged separately or integrated with the Software, and to which third party license obligations apply, information will be available, either in the FOSS itself, on the website from which the download is available, or from Velocix upon your request, indicating the license under which such FOSS was released, and containing required acknowledgements, legends and/or notices. Unless otherwise dictated by a FOSS license (such as GPL, LGPL, and Affero GPL) that requires Velocix to grant the same rights to the parties to whom we distribute the FOSS, your rights to use, copy, and further distribute (if applicable) the FOSS are governed as indicated this EULA, and not by the FOSS license originally applicable to the FOSS.

b. If End User modifies any FOSS then notwithstanding any other provisions to the contrary, Velocix will have no further liability or obligation to provide support, maintenance, warranty or indemnity with respect to the modified FOSS or/and any Velocix products with which the modified version of the FOSS interacts.

c. Certain Software may be delivered with its own specific license ("Additional License"). In such a case, the terms of the Additional License will be delivered to End User, such as in a separate license .txt file or as part of a separate click-to-accept agreement, and will govern use of the Software by End User to the extent Velocix does not have a right to supersede them. Velocix's licensors are third party beneficiaries of this EULA with respect to their software and documentation.

5. RESTRICTIONS ON USE AND TRANSFER OF SOFTWARE AND DOCUMENTATION

a. End User shall not, nor shall it permit other persons or entities to: (i) directly or indirectly, by electronic or other means, reproduce (except one copy for archival purposes provided that any copyright, trademark or other proprietary notices or legends from any portion of the Software or the Documentation are reproduced in such archival copy), publish, distribute, rent, lease, sell, sublicense, assign or otherwise transfer the Software and Documentation or make may any part of the Software or Documentation accessible on a computer network external to End User or End User's organization; (ii) reverse-engineer, decompile, disassemble, merge, modify, create derivative works of, or translate the Software and Documentation or use any part of the Software and Documentation for any purpose other than the use specified in Section 1; (iii) not permit time sharing, rental, facility management, service bureau use of the Software; or (iv) remove or obscure any copyright, trademark or other proprietary notices or legends from any portion of the Software or the Documentation. Any archival copy made under a. (i) above shall not be used or executed unless the backed-up Software fails, may only be used to replace the respective authorized Software copy and must not be used concurrently with such original Software.

b. The Software and Documentation are intended for standard commercial uses. Without the appropriate network design engineering and the prior written consent of Velocix, neither the Software nor the Documentation may be used in any hazardous environments requiring fail-safe performance, such as but not limited to aircraft navigation or communication systems, air traffic control, in the operation of nuclear facilities, direct life support machines or defense systems, in which the failure of products could lead directly to death, personal injury, or severe physical or environmental damage. End User agrees to defend and hold Velocix harmless from any claims for loss, cost, damage, expense or liability that may arise out of or in connection with the use, sale or other distribution of the Velocix Software or the Documentation in such hazardous environments.

c. If End User uses the Software within the European Union, then the European Directive 2009/24 will apply to the examination and/or decompilation of the Software to obtain the information necessary for End User to achieve interoperability. However, End User may not proceed to such examination and/or decompilation of the Software without first having requested such information from Velocix by sending a sufficiently detailed written request to do so to support@velocix.com and having permitted a reasonable time (at least thirty (30) days) for the End User's receipt of such information. Velocix may, at its option, offer support or assistance for establishing interoperability.

6. RECORDS AND ADJUSTMENTS

a. End User shall keep full, clear, and accurate records with respect to End User's use of the Software and shall furnish any information reasonably requested in order to enable Velocix to ascertain whether the End User is using the Software within the parameters of the license hereunder; provided, however, Velocix shall limit any such requests to no more than once per year. End User shall retain such records with respect to each copy of Software for at least three (3) years from the Effective Date. Velocix shall have the right, through its accredited auditors, to make examinations, during normal business hours, of all records and accounts bearing upon the amounts of fees payable to it under this Agreement. Prompt adjustment shall be made by the proper Party to compensate for any errors or omissions disclosed by any such examination. If such audit discloses a reported error of five percent (5%) or greater with respect to the reported sums paid to Velocix by End User during the applicable period subject to such audit, End User shall fully reimburse Velocix, promptly upon demand, for the reasonable fees and disbursements for completing such audit. Otherwise, Velocix shall be responsible for the cost of each such audit.

b. Independent of any such examination, Velocix will credit to End User the amount of any overpayment made in error which is identified and fully explained in a written notice to Velocix delivered within three (3) months after the due date of the payment which included such alleged overpayment, provided that Velocix is able to verify, to its own satisfaction, the existence and extent of the overpayment.

c. No refund, credit, or other adjustment of fee payments shall be made by Velocix except as provided in this Section 7. Rights conferred by this Section 7 shall not be affected by any statement appearing on any check or other document, except to the extent that any such right is expressly waived or surrendered by a Party having such right and signing such statement.

7. TERM

a. Unless terminated by Velocix as provided in this EULA, the license granted herein becomes effective on the Effective Date.

b. This EULA will terminate automatically and without provision of notice by Velocix if (i) End User fails to comply with any of the terms or conditions of this EULA, including any attempt to transfer any copy of the Software or Documentation to another party or any attempt to modify the Software or (ii) End User ceases doing business, is dissolved, makes an assignment for the benefit of creditors of all or substantially all of End User's assets or voluntarily or involuntarily enters bankruptcy.

c. Upon expiration or termination of the EULA for any reason, End User agrees that End User will cease all use of the Software and Documentation and all Confidential Information and promptly return all of the Software, Documentation and all Confidential Information and copies thereof to Velocix or destroy all Software, Documentation and all Confidential Information and all copies thereof and certify to Velocix such destruction in writing within 30 days of such termination or expiration.

d. For the avoidance of doubt, license fees paid to Velocix are non-refundable if this EULA is terminated for whatever cause.

8. LIMITED WARRANTY

a. Velocix warrants that the media on which the Software is distributed is free from defects in materials and workmanship under normal use for a period of ninety (90) days from the date of download. If within such ninety (90) day period, End User has documented to Velocix, in writing, a defect covered by this limited warranty, then Velocix will replace the defective Software. End User agrees that the sole remedy available to End User in the event that the Software is not free from defects in materials and workmanship under normal use will be the replacement of the Software.

b. Velocix believes that Software is true and accurate, but Velocix shall not be held to any liability for errors or omissions therein.

c. Neither the execution of this EULA nor anything in this EULA or in the Software, Documentation or other Confidential Information shall be construed as an obligation upon Velocix to furnish any person, including End User, any assistance of any kind whatsoever, or any information other than the Software, or to revise, supplement or elaborate upon the Software.

d. EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 8 a., THE SOFTWARE, DOCUMENTATION OR OTHER INFORMATION FURNISHED UNDER THIS AGREEMENT IS LICENSED "AS IS" WITH ALL FAULTS, LATENT AND PATENT AND WITHOUT ANY WARRANTY OF ANY TYPE. VELOCIX MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED. BY WAY OF EXAMPLE, BUT NOT OF LIMITATION, VELOCIX MAKES NO REPRESENTATIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE USE OF THE SOFTWARE, DOCUMENTATION OR OTHER INFORMATION FURNISHED UNDER THIS AGREEMENT WILL NOT INFRINGE ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY AND IT SHALL BE THE SOLE RESPONSIBILITY OF END USER TO MAKE SUCH DETERMINATION AS IS NECESSARY WITH RESPECT TO THE ACQUISITION OF LICENSES UNDER PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.

9. LIMITATION OF LIABILITY

a. VELOCIX SHALL NOT BE HELD TO ANY LIABILITY WITH RESPECT TO ANY CLAIM BY END USER OR ANY OTHER THIRD PARTY ON ACCOUNT OF, OR ARISING FROM, THE USE OF OR INABILITY TO USE THE SOFTWARE, DOCUMENTATION OR OTHER INFORMATION FURNISHED UNDER THIS AGREEMENT.

b. VELOCIX SHALL NOT BE HELD TO ANY LIABILITY WITH RESPECT TO ANY CLAIM BY END USER OR ANY OTHER THIRD PARTY ON ACCOUNT OF, OR ARISING FROM, ANY APPLICATIONS CREATED BY USER THROUGH THE USE OF THE SOFTWARE AND DOCUMENTATION INCLUDING BUT NOT LIMITED TO INFRINGEMENT.

c. Except for Licensee's breach of Section 3, neither Velocix nor End User shall be liable for incidental, indirect, special, exemplary or consequential loss or damages of any nature, or for lost profits, savings or revenues of any kind, however caused under this EULA, whether or not the applicable Party has been advised of the possibility of such damages. This provision shall survive failure of an exclusive remedy.

d. TO THE EXTENT THAT ANY EXCLUSION OF DAMAGES ABOVE IS NOT VALID, END USER AGREES THAT IN NO EVENT WILL VELOCIX'S AND ITS AFFILIATES' TOTAL LIABILITY UNDER OR RELATED TO THIS EULA (INCLUDING BUT NOT LIMITED TO ITS LIABILITY UNDER SECTION 10) EXCEED FIVE THOUSAND U.S. DOLLARS (US $5,000).

e. THE PARTIES AGREE THAT THE LIMITATIONS OF THIS SECTION ARE ESSENTIAL AND THAT END USER WOULD NOT BE PERMITTED TO USE THE SOFTWARE ABSENT THE TERMS OF THIS SECTION. THIS SECTION SHALL SURVIVE AND APPLY EVEN IF ANY REMEDY SPECIFIED IN THIS EULA SHALL BE FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

10. FEEDBACK

In return for this license, if License provides Velocix or any of its affiliates with any reports on bugs or errors in the Software, or reports on the operation of the Software, or suggested modifications (collectively "Feedback") during the term of this EULA, Velocix and its affiliates shall have the right to use such Feedback for any purpose without payment or accounting to End User. End User agrees that under no circumstances shall any Feedback provided by End User contain any confidential information of End User or of any other third party.

11. EXPORT

The Parties acknowledge that Software, Documentation and information may be subject to the export laws and regulations of the United States, the European Union and/or other countries (cumulatively, "Export Laws"). Customer shall not use, distribute, export, re-export, transfer, or transmit the Software, Documentation and information (even if incorporated into other items) in violation of the Export Laws. If requested by Velocix, Customer will sign written assurances and other export-related documents as may be required for Velocix to comply with the Export Laws.

12. PRIVACY

Nothing herein shall be deemed to grant any right to use the Software, Documentation or Confidential Information in any manner that violates any law or regulation relating to privacy of information. End User will hold Velocix, its affiliates and their respective authorized resellers and distributors harmless against all liability for claims of any party relating to the use of the Software or Documentation in violation of any privacy-related law or regulation.

13. US GOVERNMENT USE

The Software is commercial computer software. If the user or End User of the Software is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Software, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this EULA in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Software was developed fully at private expense. All other use is prohibited.

14. GENERAL

a. Except as specifically provided for herein, the waiver from time to time by a Party of any of their rights or their failure to exercise any remedy shall not operate or be construed as a continuing waiver of the same or of any other of such Party's rights or remedies provided in this EULA.

b. If any term, covenant or condition of this EULA or the application thereof to any Party or circumstances shall, to any extent, be held to be invalid or unenforceable, then the remainder of this EULA, or the application of such term, covenant or condition to parties or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this EULA shall be valid and be enforced to the fullest extent permitted by law.

c. Neither Velocix nor End User shall be liable for any loss, damage, delay or failure of performance resulting directly or indirectly from any cause which is beyond its reasonable control, including but not limited to acts of God, extraordinary traffic conditions, riots, civil disturbances, wars, states of belligerency or acts of the public enemy, strikes, work stoppages, or the laws, regulations, acts or failure to act of any governmental authority. In the event that performance under this EULA is prevented for a continuous period of two (2) months or longer by any of the foregoing causes, either Party shall have the right to terminate this EULA by giving written notice to the other Party.

d. Except as specifically provided for herein, the waiver from time to time by a Party of any of their rights or their failure to exercise any remedy shall not operate or be construed as a continuing waiver of the same or of any other of such Party's rights or remedies provided in this EULA.

e. This EULA shall prevail in the event of any conflicting terms or legends which may appear in or on the Software, Documentation, or Confidential Information.

f. Section headings contained in this EULA are inserted for convenience of reference only, shall not be deemed to be a part of this EULA for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

g. The laws of the State of New York of the United States of America (without giving effect to conflicts of law principles) govern all matters arising out of or relating to this EULA, including, without limitation, its construction, interpretation, performance, and enforcement, except if End User is using the Software or Documentation outside of North America or South America, in which case the laws of France govern all matters arising out of or relating to this EULA.

h. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded from this EULA.

i. All disputes between the parties shall be finally settled in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce by three (3) arbitrators designated in conformity with the Rules. In cases where the laws of State of New York of the United States of America apply, the arbitration shall take place in New York, New York. In cases where the laws of France apply, the arbitration shall take place in Geneva, Switzerland.

j. The Parties hereto have entered into this EULA in contemplation of personal performance, each by the other, and intend that the licenses and rights granted hereunder to a Party not be extended to entities other than such Party's affiliates without the other Party's express written consent. Any purported assignment in violation of this EULA shall be void. Notwithstanding the preceding sentence, all of Velocix's rights, title, obligations and interest in this EULA and any licenses and rights granted to it hereunder may be assigned to (i) any affiliate of Velocix; or (ii) any direct or indirect successor to all or any portion of the business of Velocix or its affiliates, which successor shall thereafter be deemed substituted for Velocix as the Party hereto, effective upon such assignment.

k. Velocix, at its sole discretion, may from time to time publish a revised and/or new version of this EULA (each such revised or new version will carry a distinguishing version number) which will govern all copies of the Software and Documentation downloaded after the posting of such revised or new version of this EULA.

15. ENTIRE AGREEMENT

This EULA sets forth the entire agreement and understanding between the Parties as to the subject matter hereof and merges all prior discussions between them. Neither of the Parties shall be bound by any warranties, understandings or representations with respect to such subject matter other than as expressly provided herein, in prior written agreements, or in a writing signed with or subsequent to the execution hereof by an authorized representative of the Party to be bound thereby.