READ CAREFULLY THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT. THIS AGREEMENT CONTAINS THE EXCLUSIVE TERMS AND CONDITIONS BETWEEN ITELEPORT, INC., A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE UNITED STATES OF AMERICA (ITELEPORT), AND YOU (TOGETHER WITH THE BUSINESS OR OTHER ENTITY FOR WHICH YOU OBTAIN THIS SOFTWARE, LICENSEE), WHICH SHALL GOVERN USE OF THE ACCOMPANYING SOFTWARE. YOU REPRESENT AND WARRANT TO ITELEPORT THAT YOU ARE AUTHORIZED TO BIND LICENSEE UNDER THIS AGREEMENT.

CLICKING ON THE 'ACCEPT' BUTTON BELOW OR IN ANY OTHER WAY LOADING, copying, ACCESSING, INSTALLING OR USING THE SOFTWARE WILL CONSTITUTE ACCEPTANCE (Acceptance) and CREATE A LEGALLY ENFORCEABLE CONTRACT in which iTeleport and LICENSEE AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, WITHOUT MODIFICATION. LICENSEE'S PURCHASE ORDER OR SIMILAR TERMS SHALL NOT APPLY TO THIS AGREEMENT.

IF YOU ARE NOT AUTHORIZED TO ENTER INTO THIS AGREEMENT, OR IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST CLICK ON THE 'DO NOT ACCEPT' BUTTON BELOW AND YOU MUST NOT LOAD, COPY, ACCESS, INSTALL OR USE THE SOFTWARE.

1. LICENSE.

1.1 Grant. Subject to all terms and conditions of this Agreement, iTeleport grants to Licensee a nonexclusive, nontransferable license to use the iTeleport Remote Desktop software (in executable format, and including any updates, the Software) during the term of this Agreement. Licensee agrees to access and use the Software, and any other software, documentation, data and other information received from iTeleport (together with the Software, iTeleport Materials) only for Licensee's internal purposes, but not for any other purpose. Licensee may make a reasonable number of copies of the iTeleport Materials as necessary to support its permitted use.

1.2 Installation. Licensee acknowledges that the Software may affect Licensee's network security, and understands and accepts the entire risk of installing and using the Software on its system, particularly in a production environment. Licensee is solely responsible for backing-up or otherwise protecting all software, data and other information on its systems prior to installing, using or removing the Software.

1.3 Pre-Release Feedback. If Licensee obtains any beta or other pre-release version of the Software, Licensee will provide written reports to iTeleport via email that describe the nature, extent and results of Licensee's testing, trial use and evaluation of the Software, including an assessment of function and performance, suggested improvements and descriptions of errors or difficulties encountered and any characteristic symptoms or conditions.

1.4 Support. From time to time, iTeleport may (but shall not be obligated to) provide Licensee with technical support for the Software, which may include error analysis, error correction and/or distribution of updated Software.

1.5 Publicity. iTeleport will not use Licensee's name or logo in any press release, advertising or other public announcement without Licensee's prior consent except that Licensee consents to inclusion of its name and corporate logo in customer lists published as part of iTeleport's marketing efforts.

2. Proprietary Rights.

2.1 Confidentiality. Except for the specific rights granted by this Agreement, Licensee shall not use, possess, publish, copy or otherwise disclose any iTeleport Materials without the prior written consent of iTeleport. Licensee shall receive the iTeleport Materials in strict confidence, and use all reasonable efforts to safeguard the iTeleport Materials against unauthorized access, use and disclosure (including ensuring that its employees and contractors who access the iTeleport Materials (a) have a need to know for the purposes permitted hereunder and (b) are bound by written obligations that are at least as protective of the iTeleport Materials as this Agreement). Licensee shall bear responsibility for any breach of confidentiality by its employees and contractors. The results of Licensee's trial use, testing, benchmarking and evaluation of the Software, and all reports and records pertaining thereto, shall be considered iTeleport Materials for the purposes of the confidentiality provisions of this Agreement.

2.2 Restrictions. Unless expressly permitted otherwise in this Agreement, Licensee shall not (a) use any iTeleport Materials to create any similar software, data or documentation, (b) decompile, disassemble or otherwise reverse engineer any Software, or use similar means to discover the source code or trade secrets therein, or otherwise circumvent any technological measure that controls access thereto (except and only to the extent such restrictions are expressly prohibited by statutory law), (c) encumber, transfer, sublicense, distribute, reproduce, create derivative works of or otherwise modify any iTeleport Materials, (d) use any iTeleport Materials in any commercial product or service or (e) permit any third party to do any of the foregoing.

2.3 No Implied Licenses. All Software and other iTeleport Materials are licensed, not sold. Except for the limited rights expressly granted hereunder, no other license is granted, no other use is permitted and iTeleport and its licensors shall retain all rights, title and interests ((including patent rights, copyright rights, trade secret rights and all other intellectual and industrial property rights throughout the world) in and to the Software and other iTeleport Materials. Licensee shall not alter or remove any printed or on-screen proprietary or legal notice contained on or in copies of any iTeleport Materials or take any other action inconsistent with such ownership.

2.4 Suggestions. Licensee hereby assigns and agrees to assign to iTeleport all rights, title and interests (including patent rights, copyright rights, trade secret rights and all other intellectual and industrial property rights throughout the world) in and to all improvements or other suggestions related to the Software made by Licensee.

2.5 No Interference. Licensee agrees that it will not (and that it will not permit any third party to) use any information or other knowledge gained through use of the iTeleport Materials to provoke an interference with any patent application that iTeleport has filed, or to amend any claim in any pending patent application to expand such claim to read on, cover or dominate any invention (whether or not patentable) owned or controlled by iTeleport.

3. Term and Termination.

3.1 This Agreement becomes effective only upon Acceptance and continues in effect until terminated as provided herein. Licensee may terminate at any time upon written notice to iTeleport. This Agreement shall terminate automatically, without any notice or action by either party, immediately upon Licensee's breach of any provision hereof.

3.2 Effects of Termination. Upon any termination of this Agreement, all rights, obligations and licenses shall cease, except that (a) Licensee shall cease all use, and return or destroy, and permanently erase from any storage media, all copies of the iTeleport Materials; (b) all obligations that accrued prior to the effective date of termination and all remedies for breach shall survive; and (c) the provisions of Sections 2 (Proprietary Rights), 4 (Warranty Disclaimers), 5 (Liability Limitations), 6 (General Provisions) and this Section 3 shall survive.

4. Warranty Disclaimers.

Licensee agrees that the iTeleport Materials May be experimental, PRELIMINARY or untested, and are being provided at no charge. the iTeleport Materials and any services are provided 'AS IS,' without warranty. iTeleport (and its licensors) make no promise that the Software will function in any environment, MEET LICENSEE'S REQUIREMENTS, RESULT IN ANY OUTCOME OR be error-free or uninterrupted. To the maximum extent permitted BY APPLICABLE LAW, iTeleport (and its licensors) hereby disclaim all warranties, EXPRESS OR IMPLIED, EITHER IN FACT, statutory, BY OPERATION OF LAW OR OTHERWISE, REGARDING THE Software and other subject matter hereof, including any implied warranties of TITLE, NONINFRINGEMENT, ACCURACY, QUIET ENJOYMENT, MERCHANTABILITY and FITNESS FOR A PARTICULAR PURPOSE, AND ALL IMPLIED WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

5. Liability Limitations.

EXCEPT TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF LIABILITY IS VOID, PROHIBITED OR UNENFORCEABLE BY APPLICABLE LAW, In no event shall iTeleport (OR ITS LICENSORS) BE LIABLE to Licensee with respect to the subject matter of this agreement for any cause whatsoever regardless of the form of any claim or action (whether in CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERwise), for any (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS OR INACCURACY of data, loss or interruption OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS or SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) any damages, IN THE AGGREGATE, in excess of $100, EVEN IF iTeleport HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

6. General Provisions.

6.1 Third Party Software. The Software may include or operate in conjunction with software or other technology (In-iTeleport Materials) licensed to iTeleport and owned by third parties (In-Licensors), the use of which may be subject to additional terms set forth in the applicable open source, community source or other license as identified in documentation accompanying the Software. Licensee unconditionally agrees that In-Licensors (a) make no representation or warranty to Licensee, concerning the In-Licensed Materials or otherwise; (b) have no obligation or liability to Licensee as a result of this Agreement; and (c) are intended third party beneficiaries of this Agreement.

6.2 Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties about the subject matter of this Agreement. No waiver, consent or modification of this Agreement shall bind either party unless in writing and signed by the party against which enforcement is sought. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

6.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to its conflicts of law provisions. In the event of any conflict between US and foreign laws, rules and regulations, US laws, rules and regulations shall govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

6.4 Remedies. Unless specifically provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity. Licensee agrees that any breach or threatened breach of Section 2 will cause iTeleport irreparable damage for which it will have no adequate remedy at law. Accordingly, iTeleport shall be entitled to injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of posting any bond.

6.5 Notices. Any notice or communication hereunder shall be in writing and either personally delivered or sent via confirmed facsimile, recognized express delivery courier or certified or registered mail, prepaid and return receipt requested, addressed to the other party at its address. All notices shall be in English, effective upon receipt.

6.6 Assignment. This Agreement and the rights and obligations hereunder are personal to Licensee and may not be assigned or otherwise transferred, in whole or in part, without iTeleport's prior written consent. iTeleport may assign this Agreement to any of its affiliates or to any successor to all or substantially all of its business which concerns this Agreement (whether by sale of assets or equity, merger, consolidation or otherwise). This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties.

6.7 Independent Contractors. The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.

6.8 License to US Government. If, as a result of the rights granted pursuant to this Agreement or the exercise thereof, any 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 such software or related documentation of any kind, including technical data and manuals, is restricted by the terms and conditions of this Agreement as referenced in FAR 12.212 for civilian agencies and DFARS 227.7202 for military agencies. Such Software is commercial computer software, and all related documentation delivered with or relating to this Software is commercial computer software documentation, developed at private expense, to be used under this Agreement for non-commercial purposes.

6.9 Acknowledgment. Customer acknowledges that (a) it has read and understands this Agreement, (b) it has had an opportunity to have its legal counsel review this Agreement, (c) this Agreement has the same force and effect as a signed agreement and (d) issuance of this license does not constitute general publication of the Software or any other iTeleport Materials.