Applied Concepts, Inc./Stalker Radar ACI®

SOFTWARE LICENSE AGREEMENT

NOTICE TO USER: PLEASE CAREFULLY READ THIS SOFTWARE LICENSE AGREEMENT (THIS “AGREEMENT”). BY DOWNLOADING ALL OR ANY PORTION OF THE ACI SOFTWARE AND/OR CLICKING THE APPLICABLE BUTTON TO COMPLETE THE INSTALLATION PROCESS, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THEM, INCLUDING WITHOUT LIMITATION, THE LIMITATIONS ON: USE IN SECTION 2; TRANSFERABILITY IN SECTION 4; WARRANTY IN SECTION 7; AND LIABILITY IN SECTION 8. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT YOU ARE ACTING ON BEHALF OF OR AND ON WHOSE BEHALF IT IS USED. IF YOU ARE ACCEPTING THE TERMS OF THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU AGREE AND REPRESENT TO ACI THAT YOU HAVE THE AUTHORITY TO ACT ON BEHALF OF THE ENTITY. IF YOU DO NOT AGREE OR DO NOT WANT TO BE A PARTY TO THIS AGREEMENT, DO NOT INSTALL OR USE THIS SOFTWARE.

ACI and its licensors/suppliers own all intellectual property rights in the Software. ACI permits you to Use the Software only in accordance with the terms of this Agreement. Third-party materials, including open source or other software, that are included in the Software may be subject to other terms and conditions as set forth in a “Read Me” file included with the Software or otherwise identified by ACI.

1. Definitions In addition to capitalized terms defined above or below in this Agreement , the following terms have the following meanings: “Software” means (a) all of the contents of the files (provided either by electronic download, on physical media or any other method of distribution), disk(s), CD-ROM(s) or other media with which this Agreement is provided, including but not limited to (i) ACI or third-party computer information or software; and (ii) related explanatory written materials or files (“Documentation”); and (b) to the extent ACI in its sole discretion elects to provide the same, upgrades, modified versions, updates, and additions to the Software (collectively, “Updates”); provided, however, in no instance does Software include any source code. “Use” or “Using” means to access, install, download, copy, or otherwise benefit from using the functionality of the Software. “Permitted Number” means one (1) unless otherwise expressly indicated under a valid written license (e.g., volume license) granted to you by ACI. “Computer” means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions. “Mobile phone” (also called a mobile, wireless, cellular phone, cell phone, or hand phone) means a short-range, portable electronic device used for mobile voice or data communication over a network of specialized base stations known as cell sites. “ACI” means Applied Concepts, Inc./Stalker Radar with, as of May 2020, offices located at: 855 E. Collins Boulevard, Richardson TX. 75081. “You” or “you” means you the person entering into this Agreement and, if you are acting on behalf of an entity, the entity as well.

2. Software License. If you obtained the Software from ACI or one of its authorized licensees, and subject to your compliance with the terms of this Agreement, ACI grants to you a limited, non-transferable, non-exclusive license to Use the Software for the purposes described in the Documentation as follows.

2.1 General Use. You may install and Use one copy of the Software on the Permitted Number of your compatible Computers. The Software may not be shared, installed or used concurrently on different Computers. You may also install and Use one copy of the Software on the Permitted Number of your compatible Mobile phones. The Software may not be shared, installed or used concurrently on different Mobile phones.

2.2 Backup Copy. You may make one backup copy of the Software, provided your backup copy is not Used on any Computer or Mobile phone unless to replace a copy of the Software which has been destroyed or erased and which may otherwise be Used under this Agreement. You may not transfer or otherwise distribute any backup copy to a third party.

2.3 Modifications. ACI reserves the right to modify, suspend, or discontinue, temporarily or permanently, the Software or any service to which it connects, with or without, notice and without liability to you.

2.4 Your Suggestions. Any feedback, comments, ideas, improvements or suggestions (collectively, “Suggestions”) provided by you to ACI with respect to the Software shall become and remain the sole and exclusive property of ACI. ACI has no obligation to implement any Suggestions.

2.5 No Modification.

2.5.1 You may not modify, adapt, translate or create derivative works based upon the Software. You may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted to decompile under applicable law because it is essential to do so in order to achieve operability of the Software with another software program, and you have first requested ACI to provide the information necessary to achieve such operability and ACI has not made such information available. ACI has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any such information supplied by ACI and any information obtained by you by such permitted recompilation may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software. Requests for information should be directed to the ACI Customer Support Department.

3. Restrictions.

3.1 Notices. You shall not copy the Software except as set forth in Section 2. Any copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software.

3.2 Restrictions. You are not authorized to integrate or use the Software with any other software, plug-in or enhancement that uses or relies upon the Software.

4. Transfer. You may not rent, lease, sublicense, assign or transfer your rights in the Software, or authorize all or any portion of the Software to be copied onto a third party’s Computer.

5. Intellectual Property Ownership, Copyright Protection. The Software and any copies that you make are the intellectual property of and are owned by ACI and its licensors/suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of ACI and its suppliers. The Software is protected by law, including without limitation the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by ACI and its licensors/suppliers.

6. Updates. If the Software is an Update, you must possess a valid license to the previous version of the Software in order to Use such Update. All Updates are provided to you on a license exchange basis. You agree that by Using an Update you voluntarily terminate your right to use any previous version of the Software. As an exception, you may continue to Use previous versions of the Software on your Computer after you Use the Update but only to assist you in the transition to the Update, provided that: (a) the Update and the previous versions are installed on the same Computer; and (b) you acknowledge that obligations on the part of ACI to support the previous versions of the Software, if any, may, in the sole discretion of ACI, be terminated upon availability of the Update. By this Agreement, ACI does not undertake any obligation to support the Software or provide any Updates or other error corrections.

7. NO WARRANTY.The Software is being delivered to you “AS IS” and ACI makes no warranty as to its use or performance. ACI provides no technical support, warranties or remedies for the Software. ACI AND ITS LICENSORS/SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, ACI AND ITS SUPPLIERS MAKE NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. The provisions of Section 7 and Section 8 shall survive the termination of this Agreement, howsoever caused, but this shall not imply or create any continued right to Use the Software after termination of this Agreement.

8. LIMITATION OF LIABILITY. IN NO EVENT WILL ACI OR ITS LICENSORS/SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF AN ACI REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. NOTWITHSTANDING THE FOREGOING, SHOULD ACI BECOME LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT, ACI’S AGGREGATE LIABILITY AND THAT OF ITS LICENSORS/SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO ACI FOR THE SOFTWARE, IF ANY. Nothing contained in this Agreement limits ACI’s liability to you in the event of death or personal injury resulting from ACI’s gross negligence or willful misconduct. ACI is acting on behalf of its licensors/suppliers for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose.

9. Export Rules. You agree that the Software will not be shipped, transferred or exported or otherwise downloaded into any country or Used in any manner prohibited by any export laws, restrictions or regulations (collectively the “Export Laws”). In addition, if the Software is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Syria, Sudan, Libya, Cuba, and North Korea) and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to Use the Software are granted on condition that such rights are immediately forfeited if you fail to comply with the terms of this Agreement.

10. Governing Law. This Agreement is governed by the laws of the State of Texas, U.S.A., exclusive of any provisions of the United Nations Convention on the International Sale of Goods, and without regard to principles of conflicts of law. The non-exclusive venue for all actions under this Agreement will be in the courts located in Tarrant County, Texas, U.S.A. and the parties agree to submit to the jurisdiction of such courts.

11. General Provisions. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. This Agreement may only be modified by a writing signed by an authorized officer of ACI. Updates may be licensed to you by ACI with additional or different terms. This is the entire agreement between ACI and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software. You may be subject to additional terms and conditions that apply when you use or purchase other ACI’s services, which ACI will provide to you at the time of such use or purchase of such services.

11.1 Term and Termination. This Agreement shall remain in effect until terminated pursuant to the provisions of this Agreement. ACI may, in its sole discretion, at any time, for any or no reason, and with or without notice, suspend or terminate this Agreement or disable certain feature sets within the Software. This Agreement will terminate immediately, without prior notice from ACI in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Software and all copies thereof from all Mobile phones and Computer on which it was Used. Upon termination of this Agreement, you shall cease all use of the Software and delete all copies of the Application from your mobile device or from your computer. Termination of this Agreement will not limit any of ACI’s rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations under the present Agreement.

11.2 Indemnification. You agree to indemnify and hold ACI and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors/suppliers harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of your: (a) use of the Software; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party.

12. Compliance with Licenses. You agree that upon request from ACI or ACI’s authorized representative, you will within thirty ( 30) days fully document and certify that use of any and all Software at the time of the request is in conformity with this Agreement and your valid licenses from ACI.

13. Waiver. Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute waiver of any subsequent breach.

14. For U.S. Government End Users. The Application and related documentation are “Commercial Items”, as that term is defined under 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used under 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. In accordance with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

15. Pre-release Product Additional Terms. If the product you have received with this license is pre-commercial release or beta Software (“Prerelease Software”), then the following Section applies. To the extent that any provision in this Section is in conflict with any other term or condition in this Agreement, this Section shall supersede such other term(s) and condition(s) with respect to the Pre-release Software, but only to the extent necessary to resolve the conflict. You acknowledge that because of its nature, the Software may contain bugs, errors and other problems that could cause system or other failures and data loss. Consequently, the Pre-release Software is provided to you “AS-IS”, and ACI disclaims any warranty or liability obligations to you of any kind. WHERE LIABILITY CANNOT BE EXCLUDED FOR PRE-RELEASE SOFTWARE, BUT IT MAY BE LIMITED, ACI’S LIABILITY AND THAT OF ITS SUPPLIERS SHALL BE LIMITED TO THE SUM OF FIFTY DOLLARS (U.S. $50) IN TOTAL. You acknowledge that ACI has not promised or guaranteed to you that Pre-release Software will be announced or made available to anyone in the future, ACI has no express or implied obligation to you to announce or introduce the Pre-release Software and that ACI may not introduce a product similar to or compatible with the Pre-release Software. Accordingly, you acknowledge that any research or development that you perform regarding the Pre-release Software or any product associated with the Pre-release Software is done entirely at your own risk. During the term of this Agreement, if requested by ACI, you will provide feedback to ACI regarding testing and use of the Pre-release Software, including error or bug reports. If you have been provided the Pre-release Software pursuant to a separate written agreement, then your use of the Pre-release Software is also governed by such agreement. You agree that you may not and certify that you will not sublicense, lease, loan, rent, assign or transfer the Pre-release Software. Upon receipt of a later unreleased version of the Pre-release Software or release by ACI of a publicly released commercial version of the Software, whether as a stand-alone product or as part of a larger product, you agree to return or destroy all earlier Pre-release Software received from ACI and to abide by the terms of the license agreement for any such later versions of the Pre-release Software. Notwithstanding anything in this Section to the contrary, you agree that you will return or destroy all unreleased versions of the Pre- release Software within thirty (30) days of the completion of your testing of the Software when such date is earlier than the date for ACI’s first commercial shipment of the publicly released (commercial) Software if such a public release is made.

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If you have any questions regarding this Agreement or if you wish to request any information from ACI please use the address and contact information included with this product or via the web at www.stalkerradar.com.

ACI, StalkerStats are either registered trademarks or trademarks of ACI in the United States and/or other countries.