IMPORTANT - PLEASE READ CAREFULLY

BY OPENING THE SOFTWARE PACKAGING, COMPLETING THE SERIALIZATION PROCESS, INSTALLING, COPYING, OR OTHERWISE USING THIS LICENSED IPMONITOR SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS END-USER LICENSE AGREEMENT ("EULA"). THIS EULA IS A LEGAL AGREEMENT MADE BETWEEN YOU ("YOU" OR "LICENSEE") AND DEEPMETRIX CORPORATION ("DEEPMETRIX" OR "LICENSOR"). IT SPECIFIES THE TERMS, CONDITIONS AND RESTRICTIONS THAT APPLY TO YOUR USE OF THE ACCOMPANYING IPMONITOR. WHERE THE CONTEXT SO REQUIRES, THE TERM "IPMONITOR" SHALL BE DEEMED TO INCLUDE ANY ASSOCIATED MEDIA AND DOCUMENTATION. DEEPMETRIX IS A FEDERALLY INCORPORATED CANADIAN CORPORATION WITH ITS PRINCIPAL PLACE OF BUSINESS IN QUEBEC. IPMONITOR IS SOLELY FOR USE BY END USERS ACCORDING TO THE TERMS OF THIS EULA. YOU SHOULD CAREFULLY READ THE EULA BEFORE INSTALLING IPMONITOR.IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU ARE NOT AUTHORIZED TO MAKE USE OF IPMONITOR. IPMONITOR MAY BE PROVIDED TO YOU IN A VARIETY OF FORMATS AND WILL NOT IN ALL INSTANCES BE FURNISHED ON STORAGE MEDIA - FOR EXAMPLE, YOU MAY HAVE DOWNLOADED A COPY OF IPMONITOR FROM THE DEEPMETRIX WEBSITE. THE EULA APPLIES TO ALL VERSIONS AND RELEASES OF IPMONITOR AND TO THE SERIAL NUMBER(S) ("SERIALIZATION CODE(S)") OF IPMONITOR. ANY USE, REPRODUCTION, OR REDISTRIBUTION OF IPMONITOR NOT IN ACCORDANCE WITH THE TERMS OF THE EULA IS EXPRESSLY PROHIBITED. OPERATION OF IPMONITOR IpMonitor is designed to monitor certain electronic equipment, computer equipment, and computer software entities within the Licensee organization, and in the event of failure or performance degradation, ipMonitor may take action by alerting operator(s) and or attempt to recover the entity; also, ipMonitor may log and report monitoring data. You understand and agree that ipMonitor contains technical restrictions and limitations and operation is dependent upon configuration parameters provided by you. You further understand and agree that operation of ipMonitor may be affected by network-related or telephony problems and furthermore that network configuration changes may affect performance. PROTECTION AND OWNERSHIP This EULA does not entitle you to any intellectual property rights in ipMonitor. Licensor retains all copyright and other intellectual property ownership in and to ipMonitor, all printed materials, online or electronic documentation, and all copies and derivative works of ipMonitor and materials. Copyright laws and international copyright treaties, as well as other intellectual property laws and treaties protect ipMonitor. IpMonitor is licensed, not sold and Licensor retains ownership of it and all copies provided under this EULA. You agree not to challenge Licensor's rights in or otherwise attempt to assert any rights in ipMonitor, except those provided under this EULA. GRANT OF LICENSE Licensor hereby grants you a nonexclusive, non-assignable, non-sublicensable and non-transferable right to use one (1) copy of the executable version (no source code) of ipMonitor on a single computer having a single operating system platform (the "Monitoring Computer"). You may use ipMonitor only for internal business purposes; any other use is expressly prohibited. This EULA does not grant you any right to any enhancement or update, or any other DeepMetrix software, service or solution. The rights provided hereunder are personal to you. Accordingly, you may not assign or transfer this EULA or the use of ipMonitor. RESTRICTIONS · You agree not to use ipMonitor except as expressly permitted under this EULA. · You agree not to disclose, modify, adapt, translate, disassemble, decompile, or reverse engineer ipMonitor, or otherwise attempt to discover the source code of ipMonitor · You agree not to transfer, lease, assign, sublicense, pledge, rent, share or distribute ipMonitor. · You agree not to permit any other users outside of your organization to benefit from the use or functionality of any copy ipMonitor by means of any network, web site, time-sharing, service bureau, facilities management, or multiple user arrangement with users who are not individually licensed by Licensor. · You agree not to permit others, to use ipMonitor and resulting reports and data; modify, translate, reverse engineer, de-compile, disassemble, or create derivative works based on ipMonitor; copy ipMonitor; rent, lease, transfer or otherwise transfer rights to ipMonitor; or remove any proprietary notices or labels on ipMonitor. · You acknowledge that ipMonitor contains information deemed confidential or otherwise proprietary to Licensor, and you agree to handle ipMonitor with at least the same degree of care employed with respect to your own confidential or proprietary information. · You shall pay all applicable taxes related to the licensing of ipMonitor. If necessary, you shall provide Licensor written evidence of your exemption from otherwise applicable taxes. TRIAL VERSION In the event that the Software is a trial version, the terms of this section shall also apply. Licensor uses a trial system that restricts ipMonitor to a limited working time (30 days). The Trial Version will expire 30 days after installation and disable itself, upon which action your right to make use of ipMonitor will terminate. The method of restriction for the trial system is a trade secret of Licensor and may not be published, disclosed or otherwise revealed. You agree that Licensor is not obligated in any way to reveal or publish the components, files, code or methods used to enforce the trial period. You further agree that you will not do anything to circumvent or defeat the features designed to stop ipMonitor from operating after the license expires. A trial version of ipMonitor may be operated as a "Full Version" upon completion of a serialization procedure to register ipMonitor. FULL VERSION In the event that ipMonitor is a full version, the terms of this section shall also apply. Installation of the full version of ipMonitor entails completion of a serialization procedure performed by entering Serialization Code(s) into ipMonitor. Without Serialization Code(s) ipMonitor operates as a trial version and will expire and disable itself 30 days after installation. You agree not to publish, disclose or otherwise reveal the Serialization Code(s). You agree not to enter any Serialization Code into more than one (1) installation of ipMonitor. BACKUP OF IPMONITOR You may make one (1) copy of ipMonitor solely for backup purposes. If you receive your first copy of ipMonitor electronically, and a second copy on media, the second copy may be used for archival purposes only. If you make backup copies of ipMonitor, the original copy of ipMonitor and all backup copies that you make may not leave your control and are owned by DeepMetrix. LIMITATIONS AND DISCLAIMERS THE WARRANTY AND REMEDY SET FORTH BELOW ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES, ORAL OR WRITTEN, EXPRESSED OR IMPLIED. No reseller, dealer, agent or employee of Licensor is authorized to modify or add to the following warranties and remedies. · Licensor warrants ipMonitor media to be free from defects in materials under normal use for a ninety (90) day period from the date of delivery to you as evidenced by your purchase receipt. · If you discover physical defects in the software media, Licensor will at its option either replace the software media at no charge to you or refund the license fee paid to the Licensor specifically for use of ipMonitor (the "License Fee") provided you return ipMonitor with proof of payment to Licensor during the said 90-day period. To the maximum extent permitted by applicable law, except as expressly stated above, IPMONITOR IS LICENSED "AS IS" AND YOU, THE LICENSEE, ASSUME THE ENTIRE RISK AS TO ITS QUALITY AND PERFORMANCE. LICENSOR: · MAKES NO REPRESENTATION OR WARRANTY NOR ARE THERE ANY CONDITIONS, EITHER EXPRESSED OR IMPLIED, OF ANY KIND WITH RESPECT TO IPMONITOR; · HEREBY EXPRESSLY DISCLAIMS ANY AND ALL EXPRESSED AND IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, PERFORMANCE, FITNESS FOR ANY PARTICULAR PURPOSE, SUITABILITY FOR ANY PARTICULAR PURPOSE, OR THAT THE OPERATION OF IPMONITOR WILL BE FREE FROM ERRORS OR UNINTERRUPTED; AND · DOES NOT WARRANT THE ACCURACY OF THE REPORTS GENERATED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS EULA AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR IPMONITOR. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU. EXCLUSIVE REMEDY LICENSOR'S CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS EULA SHALL NOT EXCEED THE LICENSE FEE PAID TO LICENSOR FOR USE OF IPMONITOR. IN NO EVENT WILL LICENSOR BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF THE USE OR INABILITY TO USE IPMONITOR, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN PARTICULAR, AND WITHOUT LIMITATION, LICENSOR SHALL HAVE NO LIABILITY FOR ANY DATA STORED OR PROCESSED WITH IPMONITOR, INCLUDING THE COSTS OF RECOVERING SUCH DATA. LICENSOR'S ENTIRE LIABILITY UNDER THIS EULA SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR IPMONITOR. EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES LICENSOR WILL NOT BE LIABLE TO LICENSEE OR ANY THIRD-PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOREGOING PARAGRAPH. Export Control You agree that you will not export, ship, transmit, or re-export ipMonitor to any country, person, entity or end user subject to U.S.A. or Canadian export restrictions. Audit Rights Licensor and/or its authorized representatives may, upon fifteen (15) days' advance notice and at its expense, conduct an annual audit, during your normal business hours, of your use of ipMonitor and documentation to verify compliance with this EULA. You shall provide Licensor with access to records, hardware and employees in order to perform the audit. "Documentation" means explanatory and informational materials concerning ipMonitor, in printed or electronic format, which Licensor has released for distribution to end users with ipMonitor, including without limitation, manuals, descriptions, user and/or installation instructions, diagrams, printouts, listings, flowcharts and training materials, contained on visual media such as paper or photographic film, or on other physical storage media in machine-readable form. Licensor and/or its authorized representatives may make copies and extracts of any of such information and materials, or require you to provide copies thereof at Licensor's expense, and you shall afford all facilities for such audits and inspections and furnish Licensor and/or its authorized representatives with such information (including access to your personnel) as it or they may from time to time request with reference to such audits and inspections, and shall otherwise fully co-operate with such audits and inspections. Licensor may immediately terminate this EULA should such audit reveal that you have violated the terms of this EULA. In addition to any other obligations you may have to Licensor upon termination, you agree that you will, upon demand, fully reimburse Licensor for all amounts incurred by it in conducting such audit as well as amounts incurred in relation to termination of this EULA and that you will also pay to Licensor any amounts otherwise due under this EULA for any usage beyond the scope of this EULA. Resellers If Licensee acquired ipMonitor through an authorized Licensor reseller ("Reseller"), Licensee acknowledges that (i) payment and delivery terms for ipMonitor must be established separately and independently between the Licensee and the Reseller; (ii) this EULA constitutes the entire agreement between the Licensee and Licensor regarding the license rights for ipMonitor as described above and is controlling; (iii) the terms and conditions of any purchase order or any other agreement between the Licensee and the Reseller are not binding on Licensor ; (iv) the Reseller is not Licensor's agent and is not authorized to alter, amend or modify the terms of this EULA or to otherwise grant any license or other rights relating in any way to ipMonitor; and (v) Licensee's non-payment of any amount due to a Reseller under this EULA shall constitute a basis for Licensor's termination of this EULA. Licensee further acknowledges that Licensor makes no representation or warranty with regard to any services provided by any Reseller, or any actions or failures to act by any Reseller. Maintenance and Support For a period of sixty (60) days from the day ipMonitor is purchased, Licensor provides no-charge email and telephone assistance service from 9 am to 5 pm Eastern Standard Time, Monday through Friday, except on statutory holidays; support is provided on a priority basis; Licensor shall not be responsible for any telephone, internet and email costs incurred by Licensee nor shall Licensor be responsible to Licensee for its inability to provide services where such inability arises from or is due to circumstances beyond Licensor's control - such circumstances include power or telephony interruptions, adverse weather conditions, acts of God, and labor disputes. Payment You are responsible for making full and timely payment for ipMonitor. You shall pay all of Licensor's reasonable fees, costs and expenses (including reasonable lawyer's fees) if legal action is required to collect outstanding balances. Communication By registering or downloading this product, you make the registered e-mail address available to receive information about Licensor and our products. To remove yourself from this mailing list, please visit: http://www.deepmetrix.com/remove.html. Termination · Your right to use ipMonitor continues until this EULA is terminated. · This EULA will automatically terminate if you fail to comply with the material terms of this EULA. · You may terminate this EULA at any time by destroying all of your copies of ipMonitor. · Upon any termination, you agree to remove ipMonitor from your computers, destroy all copies of ipMonitor, and, upon request from Licensor, certify in writing your compliance herewith. · Your obligation to pay accrued charges and fees shall survive any termination of this EULA Severability If any of the terms, or portions thereof, of this EULA are invalid or unenforceable under any applicable statute or rule of law, the court shall reform the EULA to include an enforceable term as close to the intent of the original term as possible; all other terms shall remain unchanged. Whole Agreement This EULA constitutes the entire agreement between you and Licensor relating to the subject matter hereof, and any additions to, or modifications of, this EULA shall be binding upon the parties only if the same shall be in writing and duly executed by you and by a duly authorized officer of Licensor. The terms and conditions of any corresponding purchase order or other order confirmation form relating to ipMonitor are only binding on Licensor if such terms and conditions are agreed to in writing in accordance with the prior sentence and in a document other than the purchase order or other order confirmation form. Governing Law and Attornment This EULA shall be deemed to have been made in and shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, and the parties hereto irrevocably submit to the jurisdiction of the courts of such province, provided, however, that nothing in this subsection shall limit the right of Licensor to bring proceedings against you elsewhere. Waiver The waiver or failure of either party to exercise in any respect any right provided for in this EULA shall not be deemed a waiver of any further or future right under this EULA. Assignability This EULA shall inure to the benefit of, and is freely assignable to, Licensor's successors and assignees of rights in ipMonitor.