EULA

Bicom Platform “Software” End User License Agreement

 YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR USING THE SOFTWARE AS A SITE LICENCE, NETWORK LICENCE OR ENTERPRISE LICENCE. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY, OR USE THE SOFTWARE; YOU MAY RETURN IT TO YOUR PLACE OF PURCHASE FOR A FULL REFUND, IF APPLICABLE.

 NOTE: If you have reason to believe that your Software product was acquired from an illegal source or has been illegally modified, product updates likely will not work as designed and may cause unexpected failures to your applications.

The Software distributed exclusively by Bicom Systems Limited are designed for Buyers to promote their Communications Businesses. These include: SERVERware, PBXware, gloCOM, Meeting and sipPROT, otherwise known collectively as, “The Bicom Platform.” Details of which are available at www.bicomsystems.com

The Software are encrypted and the license granted is only for the use of the software as a tool. In no manner is any of the source code made available, nor any industrial secrets passed on or required for their usage. All usage can be undertaken by the publicly available support documentation to inform the use of the software provided by Bicom. The licenses should be considered a Site License or a Network License as mentioned in Article 14.2 of the OECD 2010 Commentaries on the Model of Taxation. As such Article 12 of the OECD Model Taxation has no application, there are no royalties due, nor any withholding taxes applied and all revenues are to be treated as Article 7 Business Profits.

END-USER LICENSE AGREEMENT FOR BICOM SYSTEMS SOFTWARE IMPORTANT “READ CAREFULLY:”

This End-User License Agreement “EULA” is a legal agreement between you, your principals, officers, directors, employees, assignees, agents and/or successors, hereafter referred to as “You” and Bicom Inc., a company registered with number 2031369, whose registered office is at Kismet House, Long Path Road, Sandy Hill, Al-2640, Anguilla, British West Indies, (hereinafter referred to as “Bicom”) for the SOFTWARE that accompanies this EULA. “The Software” is hereby defined as all software included in the medium that has been given to You, irrespective of the original origin or ownership of The Software or any rights associated with it. An amendment or addendum to this EULA may accompany the Software. For the latest version of this EULA please refer to: “Mutual Agreements & Policies,” in the customer portal www.bicomsystems.com/myaccount/.

The license to use and enjoy the Software is distributed by Bicom Systems Limited, a company registered in England & Wales, number 05529411 with Registered Office: Unit 5, 5 Rockware Avenue, Greenford, UB6 0AA, United Kingdom, (hereinafter referred to as “Distributor.”)

As a convenience to the End User, Bicom makes available within The Software distribution certain third-party software products as listed below (“Third Party Software”). Your use of each Third­ Party Software included is subject to separate licensing agreements that are either included with such Software or The Software documentation or otherwise made available by Bicom or by its appointed Distributor or Reseller. Some of the Third-Party Software that may be included are listed below with hyperlinks to assist you. For a more comprehensive list please write to the registered address.

GNU: Such Third Party Software may include open source packages that are subject to the terms of the GNU General Public License and are more specifically identified in the documentation for The Software. For more on the GNU General Public License see http://www.gnu.org/copyleft/qpl.txt. By accepting the terms of this Agreement, you agree that you have had the opportunity to review these third-party licenses and agree to comply with them. ONLY where applicable within the terms of a GNU license, Bicom will provide a copy of the source code to any requesting party.

It should be understood that these GNU or similar software are largely without use absent of the proprietary software included in this distribution. Altering their code would invalidate any support warranties associated with this license.

In the event of a conflict between a term of this Agreement and a term of a third-party license, the terms of the third party license will prevail.

Third-Party Software:

For more information on Third-Party Software, visit: “Mutual Agreements & Policies,” in the customer portal www.bicomsystems.com/myaccount/.

1. GRANT OF LICENSE. Bicom grants you the following rights provided that you comply with all terms and conditions of this EULA:

   Installation and use.

(a) You may install and use a copy of The Software on one personal computer, server, mobile or other hardware devices. The license will be associated with a “MAC address” of that device unless specified otherwise, such as being based on an IP Address. The “MAC address” being defined as the unique

12-digit hexadecimal number that identifies the physical LAN address of the hardware device uniquely.

(b) You may not change or transfer a license from one MAC address to another. In exceptional circumstances, Bicom may grant a waiver to this clause. You must understand that at all times it remains in the ultimate discretion of Bicom to grant such a waiver and facilitate the transfer of a license from one MAC address to another.

(c) You may install an additional copy of the executable files of The Software on a second, portable device for Your exclusive use, to be able to execute those files in the event that the primary device fails and needs to be restored. In no other circumstance should this second copy be executed in such a way that it could be used or enjoyed by yourselves or any other party.

(d) You may not sub-licence, resell or loan the use of the Software associated with this licence to any Third-Party in any manner.

(e) You accept that for the good measurement and performance of desktop and mobile software there will be the sending of (SHA-1 hash). This sending of the Hash is based upon the Identification Number of the Hard Disk’s Partition (e.g. C: Drive), Serial Number or Identifier for Vendor without revealing the original Identification or Serial Number.

(f) You accept that for the good measurement and performance of desktop and mobile software there will be the sending of the values corresponding to the following: the software license number, version, edition, brand of the software, OS, phone model, and other possible related data. Please refer to Clause 5.1 (Confidentiality) for more details on how confidential information is to be collected, transferred and stored; and “Mutual Agreements & Policies,” in the customer portal www.bicomsystems.com/myaccount/ for full details on all data obtained and how it is processed under our General Data Protection Policy and specific gloCOM Policies.

(g) You accept that for the good measurement and performance of SERVERware and PBXware software there will be the sending of the values corresponding to the following: the software license number, version, edition, brand of the software, OS, and other possible related data. Please refer to Clause 5.1 (Confidentiality) for more details on how confidential information is to be collected, transferred and stored; and “Mutual Agreements & Policies,” in the customer portal www.bicomsystems.com/myaccount/ for full details on all data obtained and how it is processed under our General Data Protection Policy and specific SERVERware and PBXware Policies.

1.2 License Grant for Remote Access. You may use remote access technologies, such as a browser connected through an intranet or over the Internet, to access and use your licensed copy of The Software.

1.3 License Grant for Remote Assistance. You may permit any device to access and use your licensed copy of The Software. In no manner does this permit you the right to install The Software onto such a device.

1.4 License Grant for Media Elements. The Software may include certain photographs, clip art, shapes, animations, sounds, music and video clips that are identified in The Software for your use (together with “Media Elements”). You may copy and modify the Media Elements, and license, display and distribute them, along with your modifications as part of your software products and services, including your web sites, but you are not licensed to do any of the following:

• You may not sell, license or distribute copies of the Media Elements by themselves or as part of any collection, product or service if the primary value of the product or service is in the Media Elements.
• You may not grant customers of your product or service any rights to license or distribute the Media Elements.
• You may not license or distribute any of the Media Elements that include representations of: identifiable individuals, governments, logos, initials, emblems, trademarks, or entities for any commercial purposes; or to express or imply any endorsement or association with any product, service, entity, or activity.
• You may not create obscene or scandalous works– as defined by any applicable local, state, federal or national law at the time the work is created–using the Media Elements. In addition, you must:

(a) indemnify and defend Bicom from and against any claims or lawsuits, including attorneys’ fees that arise from or result from the licensing, use or distribution of Media Elements as modified by you, and (b) include a valid copyright notice on your products and services that include the Media Elements.

1.5 License Grant for Documentation. The documentation that accompanies The Software is publicly available and is licensed for internal, non-commercial reference purposes only.

1.6 License Grant for Templates. The Software may include templates. You may copy and modify the templates available as part of the Software that accompanies this EULA for your own purpose. Such templates or your modifications may not be distributed for use by other licensees of The Software. You are not licensed to do any of the following:

• You may not sell, resell, License, rent, lease, lend, or otherwise transfer for value the templates.
• You may not distribute the templates available via Internet-based services as part of any product or service.
• You may not copy or post any templates available through Internet-based services on any network computer or broadcast it in any media. You must indemnify and defend Bicom against any claims or lawsuits, including attorneys’ fees that arise from or result from the licensing or distribution of the templates as modified by you.

1.7 You agree that if applicable Your resellers, Customers and Users will be bound by agreements containing terms no less restrictive or protective of Bicom’s rights as licensor to use and enjoy the Works without access to the code or other intellectual property rights than those set forth in this Agreement, making equally clear as to the original authors or owners of each software as does this agreement.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS

2.1 Mandatory Activation. THERE ARE TECHNOLOGICAL MEASURES IN THIS SOFTWARE THAT ARE DESIGNED TO PREVENT UNLICENSED USE OF THE SOFTWARE. You may not be able to

use your rights to The Software under this EULA after a finite number of product launches unless you activate your copy of The Software in the manner described in the launch sequence. You may also have to reactivate The Software if you change the hardware device that it is loaded on or alter The Software. Bicom will use those measures to confirm you have a legally licensed copy of The Software.

Uploads. Bicom expressly reserves the right to monitor your usage of The Software for compliance with the terms and conditions of this Agreement. You agree to provide Bicom or its related parties with access reasonably necessary to monitor Your compliance with this Agreement. In addition, You acknowledge and agree that Bicom or its related parties will be entitled to receive: reports, data and any other information related to The Software used by you pursuant to this Agreement, through uploads to Bicom or its related parties by means of The Software. The parties agree to work together to facilitate such uploads. If such uploads are not available for any reason, then You agree to use commercially reasonable efforts to provide the data and information included in such uploads to Bicom, in the form, format and frequency as mutually agreed. If you are not using a licensed copy of The Software, you are forbidden to install The Software or request Software updates.

2.2 Internet-Based Services. You may not use any Internet-based services associated with The Software in any manner that could damage, disable, overburden, or impair such services or interfere with any other party’s use and enjoyment of them. You may not attempt to gain unauthorized access to any service, account, computer systems or networks associated with the Internet-based services.

2.3 Speech Recognition. If The Software includes speech and/or handwriting recognition component(s), you should understand that speech recognition are inherently statistical processes; that recognition errors are inherent in the processes; that it is your responsibility to provide for the handling of such errors and to monitor the recognition processes and correct any errors. Neither Bicom nor its providers shall be liable for any damages arising out of errors in the speech processes.

2.4 Malicious use. You agree not to use The Software for any malicious purpose that could cause harm or discomfort to any person or organization. Specifically but not exclusively this includes voice broadcast, fax broadcasts and any activity deemed to be illegal in Your jurisdiction or any jurisdiction in which your actions may have an effect.

3. RESERVATION OF RIGHTS AND OWNERSHIP. Bicom reserves all rights not expressly granted to you in this EULA. The Software is protected by copyright and other intellectual property laws and treaties. Bicom or its providers own the title, copyright, and other intellectual property rights in The Software except where stated above. Bicom or its providers may transfer any and all such rights and privileges associated with either The Software or the License to third parties either temporarily or permanently as they see fit without notice to you. Particularly but not exclusively in the event of bankruptcy or insolvency proceedings or any other impeachment of the ability of Bicom or its related parties to further support The Software being supplied to You understand that Third Party Providers of The Software may invoke articles of existing agreements with Bicom as to assume all rights concerning this agreement so as to best guarantee continuing support of The Software. This will not affect the validity of this agreement. The Software is licensed without access to the source code and not sold. There is no transfer of any intellectual property rights. The Distributor has no access to the code, nor do any of its employees and there is no ability of right to change any part of the code even with the agreement of Bicom, which would not be provided in anycase. In addition to this agreement, the User should pay note that the Software is delivered in an encrypted format. Any attempt to break this encryption would be considered a clear violation of confidence described in Clause 5 (Confidentiality) as well as Clause 4 (Reverse Engineering) to prevent Reverse Engineering. This EULA does not grant you any rights to trademarks or service marks of Bicom.

4. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY

The Sub-Distributor is prohibited from engaging in Reverse Engineering the software. For the purpose of this agreement, Reverse Engineering includes the decompiling, disassembling ,deconstruction and/or dismantling or similar of any of the following but not limited to the following “inputs”: the software source code, Data Dictionary, DDL – Data Definition Language either by the party or through an associated party often known as “clean-rooming” and any other activity that can be defined as a form of Reverse Engineering.
Such activity with respect to inputs may have purpose to “outputs,” that may include but not be limited to, Database Design, API Field Mapping to permit Bi-Directional database Mapping, Physical Schema Structure, Entity-Relationship Model (ERM), Normalized data model, Project Specification or any other derivative work.
It should be noted that the creation of any derivative work such as but not limited to a Database Migration Tool would constitute such an activity and likewise even the act of a using a Migration Tool or agreeing or instructing another party to use a Migration Tool would constitute an act of Reverse Engineering.
Any Reverse Engineering will be deemed as a breach of clause 5 (Confidentiality), clause 8 (Additional Software/Services), and clause 22 (Government License Rights).

Due to the confidential nature of the licensed software, breach of clause 4 will result in the Distributor seeking an injunction followed by the commencement of Civil Litigation proceedings. This may include but not be limited to damages and tort.

5. CONFIDENTIALITY. You acknowledge that in the course of using The Software you may obtain or develop information relating to The Software and/or to Bicom “Proprietary Information” including but not limited to: technology, commercial know-how, commercial ideas, testing procedures, structure, interfaces, documentation, problem reports, analysis and performance information, and other technical, business, product, marketing and financial information, plans and data.

During and after the term of this Agreement you shall hold in confidence and protect, and shall not use (except as expressly authorized by this Agreement), or disclose Proprietary Information; unless such Proprietary Information becomes part of the public domain without breach of this Agreement by You.

 You acknowledge and agree that, due to the unique nature of the Proprietary Information, there can be no adequate remedy at law for any breach of Your obligations hereunder and that any such breach may allow You or third parties to unfairly compete with Bicom or its related parties resulting in irreparable harm to Bicom or its related parties; and therefore, that upon any such breach or threat thereof, Bicom or its related parties shall be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law.

5.1 You are under a contractual obligation to safeguard any third party personal data transferred, stored, migrated or utilised in any capacity during the course of using the Software. Any breach of said legislation will result in potential contractual damages. You are also expected to be aware of any legislation in your own jurisdiction that would be relevant to these topics and to abide by that legislation.

5.2 You may also obtain access to secrets such as the software code, Data Dictionary, DDL – Data Definition Language, other intellectual property, intellectual know-how and secrets. These should be returned to Bicom or Destroyed immediately.

6. NO RENTAL/COMMERCIAL HOSTING. You may not rent, lease or lend The Software. It may, however, be used to create a service that is rented.

7. LINKS TO THIRD PARTY SITES. Bicom is not responsible for the contents of any third­ party sites or services, any links contained in third-party sites or services, or any changes or updates to third-party sites or services. Bicom is providing these links and access to third-party sites and services to you only as a convenience and the inclusion of any link or access does not imply an endorsement by Bicom of the third-party site or service.

8. ADDITIONAL SOFTWARE/SERVICES. This EULA applies to updates, supplements, add-on components, or Internet-based services components of The Software that Bicom may provide to you or make available to you after the date you obtain your initial copy of The Software program, unless they are accompanied by separate terms. Bicom reserves the right to discontinue Internet-based services provided to you or made available to you through the use of The Software program.

9. LICENSE NUMBER NOTICE. The License Number received– used to deactivate the time-limiting trial period– is NOT public. Any public display or public transfer of this number will be considered a direct and willing violation of this EULA and, to the maximum extent permitted by applicable law, you may be held liable for loss of revenue to Bicom or Bicom’s providers or Bicom’s related parties due to loss of sales or devaluation of The Software or both.

10. UPGRADES. To use Software identified as an upgrade, you must first be licensed for The Software identified by Bicom as eligible for the upgrade. After installing the upgrade, you may no longer use the original software that formed the basis for your upgrade eligibility, except as part of the upgraded software. The payment of the upgrade does not in any manner infer any rights of ownership to the copyright to the Software.

11. NOT FOR RESALE SOFTWARE. Software identified as “Not for Resale” or “NFR,” may not be sold or otherwise transferred for value, or used for any purpose other than demonstration, test or evaluation.

12. ACADEMIC EDITION SOFTWARE. To use Software identified as “Academic Edition” or “AE,” you must be a “Qualified Educational User.” For qualification-related questions, please contact the party related to Bicom serving your country.

13. EXPORT RESTRICTIONS. You understand that parts of The Software may be subject to U.S. export jurisdiction. You understand also that parts of this Software are encrypted and as such may be subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to The Software, including the U.S. Export Administration Regulations, as well as end­ user, end-use, and destination restrictions issued by U.S. and other governments.

14. SEPARATION OF COMPONENTS. The Software is licensed as a single product. Its component parts may not be separated for use on more than one device. Any change of the code of GNU components of the Software will make void the warranty to support the Software in its entirety. This does not affect your rights to the source code where Third Party Software has been used under GNU Licensing as described above.

15. SOFTWARE TRANSFER. Internal. You may not transfer your copy of The Software to a different device or transfer to a Third Party. If you are the person who initially licensed The Software, you may NOT make a one-time permanent transfer of this EULA, Software and Certificate of Authenticity (if applicable) to another end user without the written permission of Bicom or its related parties.

16. LIMITED WARRANTY. If You purchased a new or upgraded (subsequent) version of The Software, Bicom warrants and represents that The Software as delivered by Bicom (either directly, through its related parties, or a Reseller of the related parties) to You will substantially perform in accordance with its applicable documentation for the period specified at the time of Your purchase of the Software. If no warranty period is specified at the time of Your purchase of The Software, then no warranty is available to you. Notwithstanding the foregoing, Bicom makes no warranties with respect to any GPL Software or other Third Party Software embedded in the Program and/or furnished to You should you use this in any manner outside of Bicom documentation. If You obtained The Software from a Reseller, you may have certain warranties provided by the Reseller that are not mentioned in this EULA, and You agree to look solely to Reseller with respect to any such warranties.

17. Limitation of Liability and Remedies. In the event of a breach of warranty under the preceding paragraph, Bicom will, at its discretion, repair and/or make available replacement Software. The foregoing remedies are Your exclusive remedies for a breach of warranty hereunder. Bicom will not have any liability under this warranty if the alleged defect is due to causes not within its reasonable control, including but not limited to any defect caused by any negligent act or omission by anyone other than Bicom, any defect caused by use of The Software in an operating environment not specified by the applicable documentation or otherwise not in accordance with this Agreement, or any defect caused by alteration or abuse of media on which The Software is stored, failure to follow instructions for installation, operation or maintenance, power failure or surges, fire, flood or the like. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, BICOM SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR ANY (A) LOSS OR INACCURACY OF DATA, (B) DAMAGE TO SOFTWARE OR EQUIPMENT, (C) INABILITY TO DELIVER GOODS, SERVICES OR TECHNOLOGY, (D) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (E) INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES, DATA OR PROFITS, (F) LOSS OF PRIVACY OR (G) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL. IN NO EVENT WILL BICOM’S TOTAL LIABILITY TO YOU UNDER THIS AGREEMENT, IN THE AGGREGATE, EXCEED THE LICENSE FEE YOU PAID TO Bicom PURSUANT TO THIS AGREEMENT. If you obtained The Software from a Distributor or Reseller, YOU AGREE THAT YOU SHALL LOOK SOLELY TO the Distributor or RESELLER FOR RECOURSE, AND Bicom SHALL HAVE NO LIABILITY TO YOU WHATSOEVER.

18. TRAINING AND SUPPORT. If You purchased The Software directly from Bicom or its related parties, You may be eligible for the applicable training and support options associated with the specific Software product available at the date of purchase for the product You purchased. The training is limited to guidance based upon the publicly available documentation and in no manner reveals any intellectual secrets. Bicom shall have no other obligation under this Agreement to provide any training or support or to correct any bugs, defects or errors or to otherwise support, develop or maintain The Software or any included Third Party products, and Bicom will have no obligation to provide support directly to You if You obtained The Software from a Reseller You must contact Reseller for any support. Bicom will not provide technical support for any unauthorized software installations, client enhancements, server-side upgrades, or third-party software installations or upgrades not included with this distribution. You acknowledge and agree that any modifications of or upgrades to The Software included with this distribution may jeopardize the performance and reliability of The Software.

19. TERMINATION. Without prejudice to any other rights, Bicom may terminate this EULA if you fail to comply with the terms and conditions of this EULA. This Agreement may be terminated by You for any reason or no reason upon written notice to Bicom. Upon termination or expiration, the terms of this Agreement will remain in full force, you must destroy all copies of The Software and all of its component parts or portions of The Software and Proprietary Information in Your possession or control.
20. Non Payment of Delivery, SALES TAX or VALUE ADDED TAX. In the event of goods supplied and payment received to Bicom not fulfilling the original invoice for reasons such as insolvency causing the customer or reseller to be able to fulfill its contractual obligation to settle the invoice or for any other such reason, Bicom reserves the right to repossess the goods by simple notice to the debtor. Upon any such repossession of the goods, Bicom may discharge this and any other contract in place and issue a credit note including for any Sales Tax or Value Added Tax to be claimed back from the relevant authorities.

21. GOVERNMENT LICENSE RIGHTS. If You are the U.S. Government or any other Government or if You are a contractor or subcontractor (at any tier) of the U.S. Government or any other Government and are licensing The Software for use by the U.S. Government or another Government or in connection with any contract or other transaction with the U.S. Government or another government, You acknowledge that by accepting delivery of The Software, the Government concerned or affected agrees that The Software qualifies as commercial computer software and that the Documentation qualifies as commercial computer software documentation within the meaning of the acquisition regulations and contract clauses applicable to this procurement. The terms and conditions of this Agreement are fully applicable to the Government’s use and disclosure of The Software, and shall supersede any conflicting terms or conditions. No license of any kind is granted in the case of acquisitions which contain or are subject to the clauses FAR 52-227.19 COMMERCIAL COMPUTER SOFTWARE-RESTRICTED RIGHTS (JUNE 1987) or DFARS 252.227-7013 RIGHTS IN TECHNICAL DATA AND COMPUTER SOFTWARE (OCT 1988) or any other clause in the USA or elsewhere which purports to grant to the Government rights greater than, or additional to those, set forth in this Agreement, or which purports to impose additional requirements upon Bicom to make this Agreement effective, unless Bicom specifically so consents by separate written agreement.

Failing such agreement, and if this Agreement fails to meet the Government’s stated needs or is inconsistent in any respect with federal law, the Government agrees to return The Software and Documentation, unused, to Bicom or, if applicable, Reseller. Bicom, Attn. Bicom Sales Information Center or the Bicom-related party serving your country.

22. APPLICABLE LAW. This agreement will be subject to the Law of Anguilla, British West Indies and shall be subject to the Courts of Anguilla or its assigned Courts of Appeal. Bicom does however reserve the right to choose to enforce this agreement in Your jurisdiction under local laws.

23. ENTIRE AGREEMENT; SEVERABILITY. This EULA (including any addendum or amendment to this EULA which is included with The Software) is the entire agreement between You and Bicom relating to The Software and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to The Software or any other subject matter covered by this EULA. To the extent the terms of any Bicom policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.

Should you have any questions concerning this EULA, please contact Bicom’s related party serving your country.