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PLEASE CAREFULLY READ THIS END USER LICENSE AGREEMENT ("AGREEMENT") BEFORE DOWNLOADING, INSTALLING, OR USING THE SOFTWARE OR APPLICATION. BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

IF YOU AND MUV TECHNOLOGIES INC. HAVE SIGNED A SEPARATE WRITTEN AGREEMENT COVERING YOUR RIGHTS AND DUTIES WITH RESPECT TO THE SOFTWARE AND APPLICATION, THEN THAT WRITTEN AGREEMENT TAKES PRECEDENCE OVER ANY CONFLICTING TERMS OF THIS AGREEMENT.

IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF AN ENTERPRISE, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTERPRISE AND ITS END USERS. IT IS YOUR RESPONSIBILITY TO COMMUNICATE THE INFORMATION IN THIS AGREEMENT TO THE ENTERPRISE’S END USERS AND ENSURE THEIR ACCEPTANCE AND COMPLIANCE WITH THE TERMS AND CONDITIONS CONTAINED HEREIN.

BY DOWNLOADING AND/OR USING THE SOFTWARE AND APPLICATION, YOU ARE INDICATING THAT YOU UNDERSTAND THIS AGREEMENT AND ACCEPT ALL OF ITS TERMS. IF YOU ARE ACCEPTING THE TERMS OF THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT COMPANY OR OTHER LEGAL ENTITY TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY OR IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL AND/OR USE THE SOFTWARE.

Capitalized terms used in this Agreement are defined in Section 1 (Definitions).

1. Definitions.

The following definitions apply to capitalized terms used in this Agreement:

a. "Agreement" means this End User License Agreement ("EULA").

b. "RimTech" is a product of MUV Technologies Inc., or a distributor or reseller authorized by MUV Technologies Inc. to distribute Applications, Software and Hardware in the territory in which You are located.

c. "Beta" is a version of the Application and Software that (i) is still in its testing phase and has not yet been released commercially.

d. "Cloud Services" means those services provided to You by a cloud services provider which pertain to the operation, administration, maintenance, and provisioning of a cloud infrastructure service including activities involved in controlling, planning, allocating, deploying, coordinating, and monitoring the resources of a network, network planning, configuration management, fault management, security management, performance management, bandwidth management, or other such services. Such services may be licensed as a monthly subscription or on a term subscription basis.

e. "Documentation" for a particular Application and Software Version or Release means RimTech's published user guide, release notes and feature listings for that Version or Release.

f. “Effective Date is the date on which YOU accept the terms and conditions of this Agreement by clicking “Agree” or otherwise accepting this Agreement through use of the Application and Software.

g. "License Metric" is a parameter for the access or use of the Applications and Software, as described in Section 5.

h. "License Metric Unit" is a unit of measurement for the number of seats for the License Metric that You purchased for access or use of the Applications and Software.

i. “Licensed Server” is either: (1) a designated environment; (2) a designated service provider cloud environment; or (3) a single server or cluster of servers operating as a single entity at Your facility that You have identified to MUV Technologies Inc. at the time of purchase or download which is running a supported operating or computing platform.

j. "NFR" means "Not for Resale" and is limited to demonstration use by a reseller.

k. “Per Instance License is a license of each specific realization of the Application and Software used to implement the MUV Technologies Inc.’s product(s), and each implementation is referred to as an “Instance” herein.

l. "Proof of Entitlement" is MUV Technologies Inc.s acceptance of Your order, as detailed on Your purchase receipt, for a license to the Application and Software as set forth in an order confirmation or other MUV Technologies Inc.’s issued written or electronic confirmation. The Proof of Entitlement must identify You, the Application and Software licensed, any applicable License Metric and, if applicable, the License Metric Units.

m. “MUV” means MUV Technologies Inc.

n. "Our Platform" means any hardware, network appliance, equipment or devices marketed, and created by MUV Technologies Inc.

o. "Release" is a particular object code image of a Application and Software product that is identified by a release naming convention starting with "x.y" and optionally followed by an additional image identifying string.

p. "Application and Software" means the application and software product identified in Your Proof of Entitlement, and includes 1) machine-readable instructions and data, 2) components, files, and modules, 3) any accompanying audio-visual content, and 4) accompanying activation keys, if any, and 5) associated Documentation. Except where the context otherwise requires, Software includes any Update of that Application and Software that You rightfully receive under a Subscription.

q. "Special Purpose License" means any of the licenses described in Section 6 of the Agreement.

r. "Subscription License" means a license to Software for a finite, fixed term of use.

s. "Update" a. means software that is an upgrade, bug fix, patch or other Release of Application and Software licensed hereunder that Pulse Secure makes generally available free of incremental charge to customers.

t. "Version" means one or more Releases of a particular Software product with a common "x.y" naming convention in the first two places of the Release identifier.

u. "You" means the individual, other legal entity, or other business, governmental or not-for-profit organization (but excluding any parent, subsidiary or other affiliate of any of the foregoing) that is the original end user purchaser of a license to the Applications and Software from an Approved Source as set forth in the Proof of Entitlement.

v. “Your Data” means the substantive data input by or about You in the use of MUV Technologies Inc.’s products and services.

w. “vADC” means a specific product group that includes Virtual Traffic Manager (“vTM”), Services Director, and Web Applications Firewall, and any other similar Product(s) or technology that may be added by MUV Technologies Inc.from time to time.

2. License Grant.

a. Grant of License. When You purchase you rightfully receive a worldwide, royalty-free, perpetual, nonexclusive license to the Applications and Software, MUV Technologies Inc. grants You, subject to Your payment of the applicable fees, a limited, non-exclusive, revocable, non-sublicensable, non-transferrable right to install (if necessary) and access and use that Application and Software, only in object code form, for the term stated in Your Proof of Entitlement, solely for internal business operations and subject to the terms of this Agreement and in accordance with the Documentation. You may only use the Application and Software in a manner for which You have purchased and obtained a valid license as indicated in Your Proof of Entitlement. The software image that contains Applications and Software that You license might also include additional unlicensed features or functionality that You may not use unless You purchase a separate license at an additional fee. Specific features and functionality are included in Your license to the Application and Software only if Project Overlord Systems Inc. for that Version of the Applications and Software identifies those features and functionality as being included. For example, without limiting the foregoing, if You are a user of the RimTech, You are only licensed to use the RimTech applications and software, and multiple licenses included therewith, if You have licensed the Advanced or Enterprise editions of the RimTech applications and software. Individuals acting on behalf of a commercial enterprise, governmental organization or educational institution (an “Enterprise”) may download Apps for use by either (i) a single individual on one or more devices owned or controlled by an Enterprise; or (ii) multiple individuals on a single shared device owned or controlled by an Enterprise. For the sake of clarity, each device used serially or collectively by multiple users requires a separate license.

b. Cloud Services License Grant. When You purchase or rightfully receive a license to the Cloud Services Application and Software,  MUV Technologies Inc. grants You, subject to Your payment of the applicable fees, a limited, non-exclusive, revocable, non-exclusive, non sublicensable, non-transferrable right to install (if necessary) and license to access and use that Software, only in object code form, for the term stated in Your Proof of Entitlement, solely for internal business operations and subject to the terms of this Agreement and in accordance with the Documentation. You may only use the Software in a manner for which You have purchased and obtained a valid license as indicated in Your Proof of Entitlement. The Cloud Services Application and Software is licensed on a per Instance basis for use on a Licensed Server. You may only use the Cloud Services Software to manage, secure, and accelerate application traffic in the manner licensed by You for that Instance. Use of subscription term licenses for Cloud Services Application and Software is limited to one copy of a single Instance running or being used by You at any time and cannot be transferred at anytime. Subscription term licenses are non-cancellable and non-refundable. Monthly subscription-based licenses for the Cloud Services Applications and Software as purchased by You are licensed for use only up to the capacity (e.g., throughput, TCP connections, or other specified capacity) licensed by You. For certain Cloud Services Applications and Software, You may generate any quantity of Instances of the Application and Software provided that Your collective use of such Instances at any given time may not exceed the amount of capacity set forth in Your Proof of Entitlement, or where applicable, You pay all fees appropriate to Your use of all Instances of the Software, as measured by the Software. For some Cloud Services Applications and Software, Your use of that Application and Software may allow the use of unlimited Instances for development and configuration testing (also known as “Community Edition”), and such use of the Community Edition is subject to the license key limitations applicable to this Community Edition Software. All Applications and Software use may only include the features You have specifically licensed.

c. Community Edition License. Subject to the provisions of this Agreement, You are granted a personal, limited, non-exclusive, non-sublicensable, non-transferrable license limited by throughput, only in object code form, to use the Community Edition solely in accordance with the Documentation. The Community Edition is provided to You for evaluation or production use and Project Overlord Systems Inc. retains ownership of all rights, title, and interest to all Software and the Intellectual Property Rights related thereto. MUV Technologies Inc.provides the Community and Enterprise Editions “as-is,” and without any warranty or indemnification.  You are not allowed to re-sell the Community or Enterprise Edition or sell support for the Community Enterprise Edition.

d. Operating System License Grant. In the event that the Application and Software is loaded on a MUV Technologies Inc. Secure Platform, the operating system software installed on the MUV Technologies Inc. Platform that You will download along with the Applications and Software, and their respective Updates, may only be used on said MUV Technologies Inc.’s Secure Platform and may not be installed or used on any other appliance. MUV Technologies Inc.s virtual application may be used on a supported virtual infrastructure.

e. Disaster Recovery. You may not make copies of the Software You have licensed  for backup and/or disaster recovery purposes. 

3. Paid Subscriptions.

The Services and certain Apps may allow you to purchase access to Content or services on a subscription basis (“Paid Subscriptions”). Paid Subscriptions automatically renew until cancelled in the Manage Subscriptions section of your account settings. To learn more about cancelling your subscriptions, visit https://support.apple.com/en-us/HT202039.  We will notify you if the price of a Paid Subscription increases and, if required, seek your consent to continue. You will be charged no more than 24 hours prior to the start of the latest Paid Subscription period. If we cannot charge your payment method for any reason (such as expiration or insufficient funds), and you have not cancelled the Paid Subscription, you remain responsible for any uncollected amounts, and we will attempt to charge the payment method as you may update your payment method information. This may result in a change to the start of your next Paid Subscription period and may change the date on which you are billed for each period.  We reserve the right to cancel your Paid Subscription if we are unable to successfully charge your payment method to renew your subscription.  Certain Paid Subscriptions may offer a free trial prior to charging your payment method. If you decide to unsubscribe from a Paid Subscription before we start charging your payment method, cancel the subscription at least 24 hours before the free trial ends.

4. Software Name.

Each Application and Software product is identified by a unique name. This name, when combined with a Version number corresponds to a specific base set of product features and functionality identified for that Version of the Application and Software in the Documentation.

5. Term of License.

a. Subscription License. If Your license is a Subscription License, then the term of the Subscription shall be as specified on Your Proof of Entitlement. The Subscription License term specified in Your Proof of Entitlement is non-cancellable and non-refundable. You may, renew or reinstate Your Subscription license subject to the terms of MUV Technologies Inc.s policies at the time of the renewal and/or reinstatement.

b. Per Instance License. If Your license is a Per Instance License (whether perpetual, subscription or per usage based), then the term shall be as specified on Your Proof of Entitlement.

c. Special Purpose License. If Your license is a Special Purpose License (see Section 6, below), then its term shall be as stated in Your Proof of Entitlement. If You have no Proof of Entitlement or if Your Proof of Entitlement fails to state a license term, then the term of Your Special Purpose License shall be up to a maximum of eight (8) weeks from the date that You first received the Application and Software, whether via download unless otherwise specified in a separate written agreement which You may have entered into with MUV Technologies Inc.

d. Perpetual License. If You have a valid Proof of Entitlement that clearly states that Your license is "Perpetual", then, except as stated below, Your license is perpetual, subject only to termination for non-payment of license fees or other breach of this Agreement. An otherwise Perpetual license to the operating system software installed on the MUV Technologies Inc.Platform, along with the Applications and Software, and their respective Updates will nonetheless terminate if and when You sell or otherwise transfer the Project Overlord Systems Inc. Platform on which You use it.

6. License Metrics.

License Metrics include the following:

a. Named Users - the number of individuals to which You and Your authorized users grant access for one or more services furnished, managed, or provisioned by any Instance of the Application and Software. A Named User who accesses such services through multiple devices is nonetheless counted as a single Named User.

b. Concurrent Sessions - the number of connections to which You and Your authorized users grant access for one or more services concurrently furnished, managed, or provisioned by any Instance of the Applications and Software.

c. Other Forms of License. Other License Metrics may be defined for specific Applications and Software as specified in Your Proof of Entitlement.

7. Special Purpose Licenses.

Special Purpose Licenses are limited, short-term licenses that may not be used for any production or commercial application or similar use.

a. NFR-based License. If Your Proof of Entitlement for certain Applications and Software (or a separate written agreement with MUV Technologies Inc.) identifies Your license as "Not for Resale" or with words of like meaning, AND if You are a MUV Technologies Inc.-authorized distributor or reseller, then for the license term (see Section 4, above) You may use the Applications and Software, but only to demonstrate features and performance of the Software to prospective buyers, and only while You remain a MUV Technologies Inc.-authorized distributor or reseller. The Software provided under this license may not be resold.

b. Evaluation/Beta Use-based License. If Your Proof of Entitlement for certain Software (or a separate written agreement with Project Overlord Systems Inc.) identifies Your license as "Evaluation Use", “Beta Use” or with words of like meaning, then for the license term (see Section 4, above) You may install and use the Applications and Software, but only for internal evaluation of the Applications and Software.

8. License Restrictions; Limitations and Prohibitions.

This Section 7 supersedes any contrary provision elsewhere in this Agreement and applies to all varieties of licenses, whether Per Instance, Special Purpose, Subscription, Perpetual or otherwise:

a. No Rights or Licenses Implied. Licenses or rights in the Applications and Software not expressly granted in this Agreement shall not arise by implication or otherwise.

b. Approved Source. You shall have no right or license in the Applications and Software unless You rightfully received the Software from an Approved Source.

c. No Sublicensing or Assignment. You may not sublicense, transfer or assign to another entity, whether voluntarily or by operation of law, any right or license in or to the Applications and Software or under any Proof of Entitlement. Any such attempted sublicense, transfer or assignment shall be void.

d. Restructures. If You are a party to a transaction (or related series of transactions) involving a merger, consolidation or other corporate reorganization where You do not survive the transaction(s), the transaction(s) shall also be deemed a prohibited transfer.

e. You are Sole Licensee. No rights or licenses in the Applications and Software shall arise under this Agreement in favor of anyone other than You.

f. Separate Vehicles. You will need to purchase an additional monthly subscription for Monitoring should You add an additional vehicle to Your use of a MUV Technologies Inc. application or software. However, there are certain MUV Technologies Inc.(s) products for which an additional license or subscription may not be required.

g. Restrictions on Charging a Fee for Access or Use. You shall not allow any authorized user of the Software or other third party to grant anyone else access for a fee or other consideration to services, content or resources that are generated, managed, distributed, provisioned, billed or enabled by the Applications and Software, except in the case of Enterprise Applications and Software where such restrictions may not apply.

h. Other Use Restrictions and Prohibitions. Neither You nor Your Named Users shall, directly or indirectly:

(i) Decompile, disassemble or reverse engineer the Applications and Software or modify, unbundle, or create derivative works based on the Application and Software, except as expressly permitted by applicable law without the possibility of contractual waiver. If the law requires MUV Technologies Inc. to provide interface information to You to adapt the Applications and Software, MUV Technologies Inc., at its option, may either (A) provide the information to You subject to Your acceptance of non-disclosure and use limitation terms that Project Overlord Systems Inc. reasonably requires, or (B) perform that adaptation itself at a reasonable charge for services;

(ii) Copy the Applications and Software except for archival purposes or as necessary for You to install and make use of the Applications and Software as expressly licensed by MUV Technologies Inc.;

(iii) Detach or separate any libraries, files, modules or other components embedded within a Application and Software product or within a particular software image You have received even if any such library, file, module or other component is separately licensable, or use any such modules, files or other components separately from the Applications and Software product or Application and Software image in which it is embedded (except to the extent that a documented feature of the Applications and Software product is implemented by doing so);

(iv) Furnish any copy of the Applications and Software or other means of access to the Applications and Software to any third party other than to Your contractor(s) solely for Your benefit in performing contract services for You and in that case only if that contractor has agreed to adhere to the terms of this Agreement. If You do furnish Applications and Software or access to Applications and Software to Your contractor(s), You shall remain fully and primarily responsible to MUV Technologies Inc. for compliance with all provisions of this Agreement;

(v) Remove (or, if the license includes the right to make copies of the Applications and Software, fail to include in those copies) any readme files notices, disclaimers, marks and labels included in the Applications and Software as delivered by MUV Technologies Inc.;

(vi) Use or allow use of the Applications and Software in violation of any applicable law or regulation or to support or facilitate any illegal activity;

(vii) Use the Applications and Software or allow anyone else to use the Applications and Software for benchmarking or other testing not related to Your internal use;

(viii) Attempt to gain unauthorized access to the Applications and Software or its related systems or networks;

(ix) Copy any ideas, features or functions or graphics of the Applications and Software; or

i. You agree to defend and indemnify MUV Technologies Inc. against any claim arising out of a violation of Your obligations under this Section.

9. Termination.

a. Early Termination for Breach.This Agreement shall automatically terminate If at any time You:

(i) fail to make timely payment of any applicable fees due in respect of the Applications and Software, or

(ii) breach any term of this Agreement

b. Effect of Termination or Expiration. If Your license term expires without renewal or reinstatement or otherwise terminates, then You shall promptly destroy or return to MUV Technologies Inc. all copies of the Applications and Software and related documentation in Your possession or control. In the event You have a paid cloud-based Subscription License, MUV Technologies Inc. may permit You to access the Applications and Software solely to the extent necessary for You to retrieve a file of Your Data provided You request such access within sixty (60) days prior to the termination of the paid Subscription license. You agree and acknowledge that MUV Technologies Inc. has no obligation to retain Your Data and that Your Data MAY be irretrievably deleted sixty (60) days following the termination of the Subscription License.

c. Survival. The provisions of Sections 1, 7, 8.b, 8.c, and 9-27 shall survive termination or expiration of this Agreement.

10. Confidentiality.

You agree that aspects of the Applications and Software and associated documentation are the confidential property of MUV Technologies Inc. As such, You shall exercise all reasonable commercial efforts to maintain the Applications and Software and associated documentation in confidence, which, at a minimum includes restricting access to the Applications and Software to Your employees and contractors having a need to use the Applications and Software for Your internal business purposes.

11. Your Data

You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, exportability, appropriateness, and ownership of Your Data. MUV Technologies Inc. treats Your information and Your Data in accordance with its Privacy Policy found at https://www.gottamuv.com/privacy-policy.

12. Ownership.

MUV Technologies Inc. and MUV Technologies Inc.'s licensors, respectively, retain exclusive ownership of all right, title, and interest in and to all intellectual property in the Applications and Software. Nothing in this Agreement constitutes a sale or other transfer or conveyance of any right, title, or interest in the Applications and Software.

13. Limited Warranties/Intellectual Property Indemnification.

a. Software Limited Warranty.

(i) ANY APPLICATIONS AND SOFTWARE LICENSED UNDER A SPECIAL PURPOSE LICENSE IS FURNISHED "AS IS" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.

(ii) For any other license of Applications and Software under this Agreement, MUV Technologies Inc. warrants for Your sole benefit that for a period of ninety (90) days from the Effective Date (the "Applications and Software Warranty Period"), the Applications and Software shall substantially conform to the Documentation. You may not make a software warranty claim after the lapse of the Applications and Software Warranty Period. YOUR SOLE AND EXCLUSIVE REMEDY AND THE ENTIRE LIABILITY OF PULSE SECURE FOR BREACH OF ANY WARRANTY REGARDING APPLICATIONS AND SOFTWARE UNDER THIS SECTION 12 SHALL BE THE REPLACEMENT OF THE DEFECTIVE APPLICATIONS AND SOFTWARE.

b. No warranty will apply if the Applications and Software (i) has been altered, except by MUV Technologies Inc.; (ii) has not been installed, operated, repaired, or maintained in accordance with the Documentation and instructions supplied by MUV Technologies Inc.; (iii) has been subjected to unreasonable physical, thermal or electrical stress, misuse, negligence, or accident or (iv) has been licensed pursuant to a Special Purpose License. In addition, the Applications and Software is not designed or intended for (i) use in the design, construction, operation or maintenance of any nuclear facility, (ii) navigating or operating aircraft; (iii) operating life-support or life-critical medical equipment or (iv) incorporation in a dwelling or for personal, family, or household purposes or otherwise for use as a consumer product. You are solely responsible for backing up its programs and Your Data to protect against loss or corruption

c. Disclaimer of All Other Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 12, TO THE EXTENT PERMITTED BY LAW, MUV TECHNOLOGIES INC. DISCLAIMS ALL WARRANTIES IN AND TO THE APPLICATIONS AND SOFTWARE (WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE), INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE. PULSE SECURE DISCLAIMS ANY WARRANTY, REPRESENTATION OR ASSURANCE THAT THE SOFTWARE, OR ANY EQUIPMENT OR NETWORK RUNNING THE SOFTWARE, WILL OPERATE WITHOUT ERROR OR INTERRUPTION, OR WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, THAT WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE LIMITATION MAY NOT APPLY. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. This disclaimer and exclusion shall apply even if the express warranty fails of its essential purpose.

d. Indemnification. MUV Technologies Inc. shall defend and indemnify You, at its own expense, from any suit brought against You based upon a claim that the Applications and Software infringes any third party trade name, patent or copyright (“IP Claims”) and will pay all damages and costs that a court awards against You as a result of such claim, provided that You: (i) promptly give MUV Technologies Inc. written notice of such IP Claim after becoming aware of it and furnish MUV Technologies Inc.with a copy of each communication, notice or other document exchanged with the claimant relating to the IP Claim; (ii) give MUV Technologies Inc.complete control of the defense and settlement of the IP Claim; and (iii) fully cooperate with MUV Technologies Inc. in the defense or settlement of such claim. MUV Technologies Inc. shall have no obligation or liability with respect to any IP Claim, which is based in whole or part upon: (a) the combination, operation or use of the Application and Software with any hardware, software or other device supplied by a party other than MUV Technologies Inc. and the claim would not have arisen but for such combination, operation or use; (b) any modification of the Application and Software which is not pre-approved by MUV Technologies Inc. in writing; (c) any specifications, designs or instructions provided to MUV Technologies Inc. by or on behalf of You; (d) Your failure to promptly modify the Application and Software (e.g., install a supported Release provided by MUV Technologies Inc.), if the claim could have been avoided had You followed MUV Technologies Inc.’s directions for the implementation of such modification: or (e) use of the Applications and Software in a manner other than that for which it was designed or in a manner other than as specified by MUV Technologies Inc. If use of the Application and Software is enjoined or threatened to be enjoined in connection with an IP Claim, MUV Technologies Inc. may, at its expense, either: (y) obtain for You the right to continue to use the Application and Software, or (z) replace the Application and Software with non-infringing software that has substantially similar features and functionality, the use of which is not restricted or prohibited. If in MUV Technologies Inc.s sole judgment, neither of the foregoing actions is reasonably available to it, then MUV Technologies Inc. will refund the amount paid by You for the Application and Software depreciated on a five year straight-line basis. THE REMEDIES SET FORTH IN THIS SECTION 12.d ARE YOUR SOLE AND EXCLUSIVE REMEDIES FROM  MUV TECHNOLOGIES INC. WITH RESPECT TO ANY IP CLAIM.

14. Limitation of Damages.To the extent permitted by law:

a. IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF PULSE SECURE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, SUPPLIERS AND LICENSORS TO YOU FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY (WHETHER UNDER CONTRACT OR STATUTE, IN TORT (INCLUDING PRODUCT LIABILITY) OR OTHERWISE), EXCEED THE PRICE PAID BY YOU FOR LICENSED RIGHTS TO THE APPLICATION AND SOFTWARE, FOR THE CURRENT TERM.

b. IN NO EVENT SHALL ANY BREACH BY MUV TECHNOLOGIES INC. IN CONNECTION WITH ANY REPRESENTATIONS, WARRANTIES OR COMMITMENTS, EXPRESS OR IMPLIED, RELATING TO THE APPLICATION AND SOFTWARE EXCUSE YOUR UNAUTHORIZED USE OF SOFTWARE OR IMPAIR MU’V TECHNOLOGIES INC’S RIGHT TO TERMINATE ANY LICENSE BASED ON YOUR BREACH OF THIS AGREEMENT.

c. NEITHER PROJECT OVERLORD SYSTEMS INC. NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, SUPPLIERS OR LICENSORS SHALL BE LIABLE FOR ANY LOST PROFITS, LOSS OF YOUR DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM THIS AGREEMENT OR USE OF THE APPLICATIONS AND SOFTWARE.

d. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

e. TO THE EXTENT PERMITTED BY LAW, MUV TECHNOLOGIES INC. DISCLAIMS ANY AND ALL LIABILITIES OR OBLIGATIONS WHATSOEVER RELATED TO THE MUV TECHNOLOGIES INC PLATFORM, SOFTWARE OR ITS LICENSING TO OR USE BY ANYONE OTHER THAN YOU. You shall defend, indemnify and hold MUV Technologies Inc. harmless from and against any liability, damages, loss or cost (including attorneys' fees) arising from or relating to any dispute, lawsuit, administrative hearing, arbitration or settlement based on any claim by a party including You relating to Applications and Software that You originally licensed (or relating to a service You received involving use of the Applications and Software).

f. MUV Technologies Inc. has set its prices and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability stated above. Those disclaimers and limitations reflect an allocation of risk between Project Overlord Systems Inc. and You, and they form an essential basis of the bargain between MUV Technologies Inc. and You.

15. Compliance with Laws; Export Requirements.

You shall comply with all applicable laws and regulations in connection with the movement and use of the Applications and Software. You acknowledge and agree that the Applications and Software as well as related technical data and Documentation may contain encryption or encryption technology and are all subject to legal and regulatory controls and restrictions on export and re-export, including those of the U.S. Department of Commerce. You warrant and represent that You are not on any Denied Persons list or other list published by the US Government of parties to whom exports or re-exports of products subject to export controls are forbidden, that no Applications and Software is located in or controlled from a site in a Group E country, and that You are not using any Applications and Software or technology furnished hereunder to further activities in support of the development, manufacture or use of nuclear fuel or weapons, missiles, or chemical or biological weapons. You further covenant that You will immediately notify MUV Technologies Inc. if at any time those warranties and representation become no longer accurate. Regardless of any disclosure You might make to MUV Technologies Inc. of an ultimate destination of the Applications and Software, You shall not export, either directly or indirectly, any Applications and Software without first obtaining any and all necessary approvals from the U.S. Department of Commerce or any other agency or department of the United States Government as required.

16. Commercial Computer Software.

The Applications and Software is a "commercial item" as defined at Federal Acquisition Regulation (48 C.F.R.) ("FAR") section 2.101 comprised of "commercial computer software" and "commercial computer software documentation" as those terms are used in FAR 12.212. Consequently, regardless of whether You are the US Government or a department or agency thereof, You shall acquire only those rights with respect to the Applications and Software that are set forth in this Agreement and the Proof of Entitlement.

17. Federal Provisions.

Notwithstanding any provision of law, regulation or policy, if You are an employee of an agency of the government of the United States of America (“federal agency”) and are using MUV Technologies Inc.’s applications or software or services on behalf of that federal agency, in performance of your official duties, the following sections of the Agreement are amended as follows. (1) Section 19 Governing Law does not apply. This Agreement shall be governed, interpreted and enforced in accordance with the federal laws of the United States of America; to the extent permitted by federal law, the laws of the State of Maryland will apply in the absence of federal law. (2) The entirety of Section 7.i, concerning license restrictions, limitations, and prohibitions, and the second sentence of Section 13.e, concerning the limitation of damages, do not apply to federal agencies. Liability of a federal agency for any breach of the terms of service or this Agreement, or any claim arising from the terms of service or this Agreement, shall be determined under the Federal Tort Claims Act, or other governing authority. Liability of MUV Technologies Inc.for any breach of this Agreement, or any claim arising from this Agreement, shall be determined by applicable federal law.

18. Audit.

MUV Technologies Inc. has the right to inspect and audit You and require You to provide written assurance satisfactory to MUV Technologies Inc. to confirm compliance with the EULA, including, without limitation, requesting You to email MUV Technologies Inc.a report generated by the Applications and Software detailing use of the Applications and Software by You. At MUV Technologies Inc.’s sole option, MUV Technologies Inc. may invoice You, and You agree to pay, for any (i) throughput amounts, and (2) use of Applications and Software functions or features and other related software which exceeds or differs from use of the Applications and Software in a manner for which You have purchased and obtained a valid license as indicated in Your Proof of Entitlement.

19. Third Party Software.

Any licensor of MUV Technologies Inc. whose software is embedded in the Applications and Software shall be a third party beneficiary with respect to this Agreement, and that licensor shall have the right to enforce this Agreement in its own name as if it were MUV Technologies Inc.

Certain third party software may be provided with the Applications and Software and is subject to the accompanying license(s), if any, of its respective owner(s). This Application and Software is licensed subject to open source application and software licenses. 

20. Governing Law.

This Agreement (including all documents incorporated herein) shall be governed by the laws of the State of Texas (without reference to its conflicts of laws principles). The provisions of the U.N. Convention for the International Sale of Goods shall not apply. The provisions of the Uniform Computer Information Transactions Act shall not apply. For any disputes arising under this Agreement that You may have with MUV Technologies Inc., You hereby consent to the personal and exclusive jurisdiction of, and venue in the federal and state courts located in Houston, Texas.

21. Force Majeure.

Except for Your duty to make payment for Application and Software licenses, neither party will be responsible for any failure or delay in its performance due to causes beyond its reasonable control, including, but not limited to, acts of God, war, riot, embargoes, acts of terrorism, acts of civil or military authorities, fire, floods, earthquakes, accidents, strikes, or fuel crises ("Force Majeure"), provided that the party gives prompt written notice thereof to the other party and uses its diligent efforts to resume performance. The performance of the party claiming the Force Majeure event shall be excused for the duration of said event.

22. Transition of This Agreement.

If You licensed any Application and Software from MUV Technologies Inc. under a different End User License Agreement, then this Agreement shall apply to that Application and Software if and when, following posting of this Agreement at https://www.pulsesecure.net/support, You either purchase additional License Metric Units for the Applications and Software, renew the license at the end of the license term, or reinstate the license after the license expires.

23. Complete Agreement; Modifications.

Except as otherwise provided in a separate agreement between You and MUV Technologies Inc., this Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, commitments or representations, oral or written related to the Applications and Software. The terms and conditions of this Agreement will supersede all pre-printed terms and conditions contained on any purchase order, task order or other business form submitted by either party to the other. Except as otherwise provided in a separate agreement between You and MUV Technologies Inc., this Agreement may not be amended or modified except by a writing executed by the duly authorized representatives of both parties.

24. Severability.

If any portion of this Agreement is held invalid, the parties agree that such invalidity shall not affect the validity of the remainder of this Agreement.

25. Notification.

Except as otherwise provided elsewhere in this Agreement, any report or notice under this Agreement shall be given in a writing, if to MUV Technologies Inc. by mail to 2200 Post Oak Blvd Suite 1000 Houston, Texas 77056 USA, Attn.: Legal Department, provided that the notice identifies You by name, address and email address; or, if to You, by email to Your contact email address or by mail addressed to Your street address that is associated with Your user account for registration with RimTech or any other MUV Technologies Inc. applications. If You have no such user account, then notification shall be deemed given to You by emailing or mailing notice to any office or contact email address for the Approved Source from which You acquired Your license.

26. Waiver.

The failure of MUV Technologies Inc. to require Your performance of any provision of this Agreement shall not affect MUV Technologies Inc.'s full right to require such performance at any time thereafter; nor shall its waiver of a breach of any provision hereof be taken to be a waiver of the provision itself.

27. Translations.

Several translations of this Agreement may appear at https://www.pulsesecure.net/support. To the extent of any inconsistency between the English version of this Agreement and any non-English version the English version shall govern.

28. Content and Service Availability 

Terms found in this Agreement that relate to Services, Content types, features or functionality not available in your Home Country are not applicable to you unless and until they become available to you. To see the Content types available to you in your Home Country, go to the Services or visit https://support.apple.com/en-us/HT204411. Certain Services and Content available to you in your Home Country may not be available to you when traveling outside of your Home Country. 

29. App Maintenance And Support

MUV Technologies Inc.is responsible for providing maintenance and support for all Apps, or as required under applicable law. App Providers are responsible for providing maintenance and support for any Third Party Apps.

29. Data Use. 

By using MUV Technologies Inc., MUV and any other MUV Technologies Inc. applications and hardware devices you give authorization for MUV Technologies Inc. to collect, sell, compile or process a variety of statistical and other information about You and end users of the Applications and Software and associated hardware including:

Device identifiers, IP addresses, and other information about computing systems, applications and networks; End user names, email addresses, phone numbers, IMEIs; Location, Habits, Information about activity on computing and mobile devices, applications and networks; File and communications content and metadata; and Information provided to us through cloud services and dashboards associated with the Applications and Software. You also agree that Licensor may collect and use technical data and related information—including but not limited to technical information about your device, system and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Licensed Application. Licensor may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.

Subject to applicable contractual and legal restrictions, we can and do use the information described above (sometimes in combination with other information we obtain) for the following purposes:

To analyze and improve the Applications and Software; To monitor adoption rates of Updates to the Applications and Software; To provide maintenance and technical support; To provide Updates;

To manage and renew Subscription Licenses; To enforce the legal terms that govern the Applications and Software; To sell only in the instance the data usage does not personally identify you, To comply with applicable laws and to protect rights and property and any other uses. 

MUV Technologies Inc.conducts the above activities on the basis of its legitimate interests in operating our business and protecting our customers. Where appropriate, these activities also are conducted on the basis of consent.

For further information, see MUV Technologies Inc.’s privacy notice at https://www.gottamuv.com/privacy-policy/. 

30. Definition Of MUV Technologies Inc..

Depending on your Home Country, “MUV Technologies Inc.” means:

MUV Technologies Inc., located at 2200 Post Oak Blvd #1000 Houston, Texas 77056, for users in North, Central, and South America (excluding Canada), as well as United States territories and possessions; and French and British possessions in North America, South America, and the Caribbean;

 

 

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