This End User License Agreement (“Agreement”) is between Getac, Inc., located at 15495 Sand Canyon Ave, Suite 350, Irvine, CA 92618 (“Getac”), and You. The term, “Software,” as used in this Agreement, shall mean any and all software, including “Cloud Software,” “Server Software,” “Device Software,” applications, or updates developed and sold by Getac, or its affiliates, Getac Video Solutions Inc., or WHP Workflow Solutions, Inc. d/b/a IRSA Video.

“Cloud Software” means any and all software, applications, or updates that are installed on a remote cloud server.
“Server Software” means any and all software, applications, or updates that are installed on Your local servers.
“Device Software” means any and all software, applications, or updates that are installed on Your computing devices, including body worn cameras, DVRs, and docks.

This Agreement describes the terms that apply to Your use of the Software. These terms also apply to any Getac provided supplements, documentation, and support services for this Software.

1. License.    The Software is licensed, not sold. Your use of Cloud Software requires payment by You to Getac, according to Getac’s current pricing and payment terms, as the case maybe, or according to such other written agreement that You may enter into with Getac. Your use of Device Software or Server Software, with full functionality and rights, requires payment by You to Getac according to Getac’s current pricing and payment terms, as the case may be, or according to such other written agreement that Customer may enter into with Getac.
   
   
   1.    Grant of License.   Getac hereby grants to You, and You hereby accept, subject to the terms and conditions set forth herein, a non-exclusive, non-transferable and non-sublicensable license, to use the computer-executable code of the Software and web browser code generated by the Software solely for Your own internal business use, provided that (i) if the software is Server Software, the said use must be limited to business use on a single server that is under Your control; or (ii) if the software is Device Software, the said use must be limited to business use on a single computing device. In doing so, You must comply with any technical limitations in the Software that only allow You to use it in certain ways.
   
   
   2.    Restrictions on Copying and Modification.   You may not (i) copy the Software, except that You may make a single copy of the Software for back-up purposes only; (ii) modify or alter the Software; (iii) create derivative works of the Software; (iv) decompile or reverse engineer the Software; (v) translate the Software or reduce the Software by any other means to a human-readable form; and (vi) work around any technical limitations in the Software. Notwithstanding the foregoing, You may implement interfaces to transfer data to and from the Software using facilities present in the Software.
   
   
   3.    Ownership.   You may not sell, transfer, or lend the Software to, any other person or entity. You may not remove or alter any copyright or other proprietary notice contained in the Software. Title to and ownership of all intellectual property rights in the software and each copy thereof shall remain at all times with Getac or its third party licensors if applicable. You shall not use any of Getac’s trade names, trademarks, service marks or other designation(s) for any purpose without express written permission by Getac.


2. Term and Termination.    Your license begins or began when Getac receive(d/s) payment for Your license and continues until terminated as set forth herein. You may terminate your Software license upon 90 days’ written notice to Getac, provided any amounts paid for Software are not refundable. Upon termination You will no longer receive any updates, maintenance, or support for the Software, and Getac reserves all other rights.Getac may terminateYour license at any time if any of the following events (each, a “Default Event”) occur:(1) any royalties or other sumspayable are not paid when due and remain unpaid for thirty (30) days;(2) You do not renew an expired license; (3) You materially breach of this Agreement, other than for nonpayment, unless such material breach is curable and is cured by You within five(5) business days after notice of such breach is provided by Getac; or (4)You go into liquidation either compulsorily or voluntarily (except for the purpose of reconstruction or amalgamation),or if a receiver, administrative receiver or administrator is appointed in respect of the whole or any part of its assets or business,or if You make any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt.
   
   You hereby grant to Getac, and Getac reserves, the following absolute rights with respect to the Software:
   
   
   1. If You terminate your Software license, Getac may restrict access to Cloud Software, deactivate Device Software, and delete any and all of Your data hosted in Getac’s cloud environment 90 days after the termination date;
   2. If You do not pay any amounts due within 30 days of the due date, Getac may restrict Your ability to access the Cloud Software;
   3. If You do not pay any amounts due within 60 days of the due date, Getac may deactivate the Device Software;
   4. If You do not pay any amounts due within 90 days of the due date, Getac may delete any and all of Your data hosted in Getac’s cloud environment;
   5. If other than for nonpayment, there is an uncured Default Event as set forth in this Section 2, Getac may restrict Your access to Cloud Software, deactivate Device Software, and delete any and all of Your data hosted in Getac’s cloud environment within upon 30 days’ written notice to You.
   
   
   You understand and agree that Getac is not obligated to transfer or facilitate the transfer of Your data to any location or application after Your license terminates.
   
   


3. Payment Term.   Unless otherwise agreed to in writing by both parties, all royalties or other sums payable by You due hereunder shall be made in United States currency. You shall issue Purchase Orders that shall specifyYour name and address and the quantity of license units ordered. Payments shall be made to Getac thirty (30) days after the invoice has been issued to You. Any applicable taxes will also be payable by You. Getac reserves the right to impose a late payment charge equal to the lesser of (a) one and one-half percent (1.5%) per month or (b) the maximum amount allowable by law.


4. Confidentiality.   
   
   
   1.     Neither party shall use or disclose the other’s Confidential Information (as hereinafter defined) except as expressly authorized by this Agreement, and shall protect all such Confidential Information using the same degree of care that such party uses with respect to its own proprietary information, but in no event with safeguards less than a reasonably prudent business would exercise under similar circumstances. Each party’s obligations regarding the protection of Confidential Information shall survive any expiration or termination of the Agreement. Each party shall take prompt and appropriate action to prevent or remedy any unauthorized use or disclosure of Confidential Information.
   
   
   2.     If any Confidential Information must be disclosed to any third party by reason of any legal, accounting or regulatory requirement beyond the reasonable control of You, You shall promptly notify Getac of such requirement, permit Getac (at its own expense) to seek an appropriate protective order, and cooperate with Getac in its efforts to do so.
   
   
   3.     “Confidential Information” means (i) the Software; (ii) the technology, ideas, know how, documentation, processes, algorithms and trade secrets embodied in the Software; and (iii) any other information, whether disclosed orally, visually or in written or digital media, that is identified as “confidential,” “proprietary,” or similarly at the time of such disclosure. Confidential Information shall not include any information that is (a) published or otherwise available to the public other than by breach of this Agreement by You; (b) right fully received by You from a third party without confidential limitations; (c) independently developed by You as evidenced by appropriate records; (d) known to You prior to its first receipt of same from Getac as evidenced by appropriate records; (e) hereinafter disclosed by Getac to a third party without restriction on disclosure; or (f) approved for public release by written authorization of Getac.


5. No Warranty; Limitations on Liability.
   
   
   1.     THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ALL OF WHICH WARRANTIES ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED.
      
      IN NO EVENT SHALL GETAC BE LIABLE FOR DAMAGE TO OR FOR INTERFERENCE WITH THIRD-PARTY SOFTWARE ARISING FROM THE USE OF GETAC SOFTWARE. YOU BEAR THE RISK OF USING THE SOFTWARE. YOU AGREE GETAC IS NOT RESPONSIBLE FOR INSTALLING, MAINTAINING, OR UPDATING ANY THIRD-PARTY SOFTWARE OR ON-PREMISE SERVERS, REGARDELSS OF WHETHER SUCH THIRD-PARTY SOFTWARE OR ON-PREMISE SERVERS MAY BE REQUIRED TO RUN GETAC SOFTWARE.
   
   
   2.     IN NO EVENT WILL GETAC BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL CONSEQUENTIAL, RELIANCE OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES, EVEN IF GETAC HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT, HOWEVER, SHALL THE MAXIMUM LIABILITY OF GETAC ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OR USE OF THE SOFTWARE, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE LESSER OF: (i) THE FEES, IF ANY, YOU PAID FOR THE SOFTWARE IN THE THREE (3) MONTHS PROCEEDING THE DATE OF THE CLAIM; OR (ii) TEN THOUSAND DOLLARS (US$10,000).


6. Data
   
   
   1.     Data Use. You agree that Getac may collect and use technical data and related information from its Software and peripherals to facilitate the provision of software improvements and updates, product support, and any other services related to the Software. You further agree that Getac may access, and transfer or make available Your data to its affiliates and partners located throughout the world in the process of facilitating operations and support of Your services, provided such affiliates and partners receiving Your data shall be bound to comply with all applicable laws and regulations controlling Such data. In addition, Getac may use and collect technical data and related information from Your data-hosting environment if You have purchased any management or implementation services associated with cloud, on-premise, or hybrid data-hosting, as the case may be. You agree Getac may share technical and related data from the Software and peripherals with authorized resellers providing services to You, as long as such information is not criminal justice information (“non-CJI”).
   
   
   2.     Data Processing. You retain sole responsibility for: (i) all of Your data, including its content, use, loss, and control; (ii) all information, instructions and materials provided by You or on Your behalf, including all Personal Identifiable Information (the “PII”); (iii) Your information technology infrastructure including computers, software, electronic systems, and networks; and (iv) all access to and use of the Software. With respect to any processing of PII, Getac (a) has full legal authority in each jurisdiction where PII will be processed to process such PII; (b) will process such PII only on behalf of the You as necessary to carry out its obligations under the Agreement and only in accordance with Your instructions; (c) will not process such PII for purposes incompatible with those for which it was collected or authorized herein; and (d) has complied, and will comply, with all applicable privacy laws.
   
   
   3.     Data Security. Getac will implement reasonable measures, as determined by Getac, to help secure Your data against unlawful loss, access or disclosure. However, You are responsible for the security of your data, which includes any third party data stored using the Software, and Getac is not responsible for the accuracy, completeness or success of any efforts for replication, restoration or recovery of Your data.


7. Indemnification
   
   
   1. You shall indemnify and hold Getac, its officers, boards, employees and agents harmless from any and all claims, injuries, suits, actions, judgments, damages, losses, costs, expenses and liabilities of any kind whatsoever, including but not limited to, attorney's fees and costs of defense which may be the result of (a) Your breach of this Agreement, or (b) willful, negligent or tortious conduct arising out of Your performance of this Agreement, regardless of whether or not the negligent act is caused in part by a party indemnified hereunder, to the extent You not prohibited by operation of law from indemnifying Getac in accordance with the terms of this Section. If You are prohibited from entering into an indemnification agreement by operation of law, this Section shall become null and void, and severed from this Agreement as set forth in Section 7(e).


8. Compliance with Laws.
   
   
   1. Each party is responsible for its own compliance with applicable laws and regulations. Without limiting the generality of the foregoing, You shall comply fully with all export laws and regulations of the United States and other countries to insure that neither the Software, nor the direct product thereof, is exported, directly or indirectly, in violation of such laws.


9. Notices.
   
   
   1. (a) Getac. Written notices to Getac for purposes of this Agreement are to be sent to:
      
            Getac, Inc.
            3800 American Blvd. W
            Suite 500
            Bloomington, MN 55431
      
      
   2. (b) You. Written notices to You for purposes of this Agreement shall be sent to Your address Getac has on file.


10. Miscellaneous.
    
    
    1.    Entire Agreement.   This Agreement sets forth the complete understanding of the parties with respect to the subject matter hereof and supersedes all prior understandings and communications relating thereto. This Agreement replaces and supersedes any prior “Clickwrap” or “Shrinkwrap” software licensure agreement accepted by specific performance between You and Getac for the Software and any prior versions thereof.
    
    
    2.    Modification; Waiver.   This Agreement may not be modified, amended, or superseded except pursuant to a written instrument mutually signed by both parties, or as explicitly superseded according to Section 7(a).
    
    
    3.    Governing Law.   This Agreement shall be governed by and construed in accordance with the substantive laws of the state of Minnesota. All disputes arising out of this Agreement shall be resolved exclusively in the federal or state courts located within Minnesota, and You hereby agree to the personal jurisdiction and venue of such courts.
    
    
    4.    Successors and Assigns.   This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns, but You may not assign or otherwise transfer this Agreement or Your rights and duties without the prior written consent of Getac.
    
    
    5.    Severability.   In the event that any provision of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, to such extent such provision shall be deemed null and void and severed from this Agreement, and the remainder hereof shall remain in full force and effect.
    
    
    6.    Third Party Terms.   Your use of the software is subject to any third party terms and conditions that accompany the software or that Getac may tell You about at a later date (if any).
    
    
    7.    U.S. Government Restricted Rights.   The software is commercial in nature and developed solely at private expense. The software is delivered as a commercial item and as such is provided with only such rights as are provided in this standard commercial license agreement.
    
    
    8.    Export Restrictions.   The software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users and use.