DATASTAR LICENSE AGREEMENT

Licensor: Absolute Technology Limited, Registered Company: 06255902 (“Absolute”).

Important - Read Carefully

Notice to User:

This End User License Agreement, including the terms set out in the order form sent to you by Absolute ("Agreement") is a legal document between the licensee (“Licensee”; “you”) and Absolute. It is important that you read this document before downloading, installing or using the DataStar software ("Software") and any accompanying documentation, including, without limitation printed materials, online files, or electronic documentation ("Documentation").

Both parties acknowledge and agree that this Agreement shall govern the Licensee’s use of the Software and supersedes the terms of use which shall be available to the Licensee when downloading and/or installing the Software.

By signing the order form sent to you by Absolute (“Order Form”), you hereby warrant and represent that:

a) you have full capacity and authority to enter into this Agreement for and on behalf of the company or organisation set out on the Order Form; and

b) the Licensee and all its employees and representatives that may use the Software from time to time shall be bound by and comply with the terms of this Agreement at all times, including, without limitation, the warranty disclaimers, limitation of liability, data use and termination provisions below, whether or not you decide to purchase the Software.

The following definitions set out in this Agreement shall be as defined in the Order Form: “Charges”, “Contact” “Licensee”, “License Commencement Date”, “License Term”, “Minimum Term”, “Named User”, “Permitted Devices”, “Permitted Location”, “Permitted Number”, “Scope of Use”, “SMP Package”, “SMP Charges”, “Support Period” and “Supported Technologies”.

1. SOFTWARE LICENSE

(a) License Grant.

(i) In consideration for payment of the Charges, Absolute grants you a non-exclusive, non- transferable (except as provided below), limited license, without the right to grant sub licenses, to install and use the object code version of the Software using the license key(s) supplied to you by Absolute strictly in accordance with the Scope of Use for the License Term (“License”). For the avoidance of doubt, the Licensee may only use the Software concurrently on a network if such use is expressly permitted by the Scope of Use. If you have licensed the Software as part of a suite of Absolute software products (collectively, the "Suite") and have not installed each product individually, then the Agreement governs your use of all of the software included in the Suite.

(ii) Notwithstanding anything to the contrary herein, you may not use the Software to develop and distribute other software programs that compete with any Absolute software or service without Absolute’s prior written permission. Absolute reserves all other rights in and to the Software. Except as otherwise expressly permitted in the Scope of Use and elsewhere in this Agreement, reverse engineering of the Software is strictly prohibited as further detailed therein.

(iii) The Software enables users to generate source code or database scripts and accordingly your License permits you to generate source code and scripts based on (i) modules that encapsulate data in SQL Scripts (such generated code hereinafter referred to as the “Restricted Source

Code”) and (ii) modules that extract source code (such as views, tables, triggers, procedures and functions) hereinafter referred to as the “Unrestricted Source Code”). In addition to the rights granted herein, Absolute grants you a non-exclusive, non-transferable, limited license to use Software to generate Restricted Source Code and Unrestricted Source Code (“Output”) for the duration of the License Term. Ownership of the Output shall be governed in accordance with clauses 1.e) and 4.b).

(iv) Notwithstanding anything to the contrary herein, you may not distribute, incorporate or combine with other software, or otherwise use the Software or any part thereof or any Absolute Intellectual Property Rights embodied in or associated with the Software or any part thereof, in any manner that would or may subject the Software or any part thereof to the terms of a copyleft, free software or open source license that would or may require the Software or any part thereof to be disclosed in source code form.

(b) The type of License you acquire shall be as expressly designated in the Order Form and may include without limitation:

i) “Subscription” If the Scope of Use grants a Subscription license, your use of the Software will be dependent on you entering into a subscription and paying the Charges on a subscription basis as specified in the Order Form. Each payment of the Subscription Charges shall give you the right to use the Software in accordance with the Scope of Use and for the License Term detailed in the Order Form. When the Subscription is coming to an end you will be expected to renew your Subscription in accordance with the terms of the Order Form. If you have not purchased a new license key code then the License will terminate and you hereby warrant and represent that all copies of the Software including any configuration files supplied to you by Absolute, all Documentation and any copies thereof will cease to be used and shall be deleted in its entirety upon termination. On termination you retain the rights to continue to use all Output that was generated by the Software during the License Term.

ii) “Perpetual” If the Scope of Use grants a Perpetual license, your use of the Software will be dependent on payment of the License fee specified in the Order Form. A perpetual license will not expire and may only be terminated as set forth in Section 8 herein.

iii) “Named User(s)”. If the Scope of Use grants a Named User license, you may install the Software on the Permitted Devices for use solely by the Named User. For the avoidance of doubt, the Named User license permits one (1) primary user per Named User to switch from one (1) computer to the other as necessary provided that only one (1) instance of the Software will be used by the Named User at any given time. If you have purchased multiple Named User licenses, each individual Named User will receive a separate license key code.

iv) “Volume”. If the Scope of Use grants a Volume license, you may install the Software on the Permitted Number of Permitted Devices for use by the Permitted Number of individual users at the Permitted Location.

v) “Enterprise”. If the Scope of Use grants an Enterprise license, you may install the Software worldwide on the Permitted Number of Permitted Devices for use by the Permitted Number of individual users within the Licensee’s organisation.

(c) Backup and Archival Copies. The License permits you to make one (1) backup and one (1) archival copy of the Software, provided your backup and archival copies are not installed or used on any computer and further provided that all such copies shall bear the original and unmodified copyright, patent and other intellectual property markings that appear on or in the Software. You may not transfer the rights to a backup or archival copy unless you transfer all rights in the Software as provided under Section 3.

(d) Key Codes, Upgrades and Updates. Prior to your purchase of the License and as part of the registration for the Evaluation you will receive an evaluation key code. You will receive a purchase key code only when you elect to purchase the Software from either Absolute or an authorized reseller, which Absolute shall use reasonable endeavours to deliver to the Contact on the License Commencement Date. The purchase key code will enable you to activate the License and, unless

otherwise agreed in writing with Absolute, the License shall commence on the License Commencement Date and the purchase key code shall expire on the last day of the License Term. In the event that you renew the License, Absolute shall issue a new purchase key code. You may not re-license, reproduce or distribute any key code except with the express written permission of Absolute.

(e) Title. Nothing in this Agreement shall serve to transfer the Software to you. Ownership of all right, title and interest in all copies of the Software and of copies made by you is vested in Absolute, subject to the rights of use granted to you in this Agreement. As between you and Absolute, all Output and any files that are authored or created by you via your utilization of the Software during the License Term, in accordance with its Documentation and the terms of this Agreement, shall be the property of the Licensee.

(f) Reverse Engineering. You may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, underlying ideas, underlying user interface techniques or algorithms of the Software by any means whatsoever, directly or indirectly, or disclose any of the foregoing for any reason at any time.

(g) Other Restrictions. You may not loan, rent, lease, sub license, distribute or otherwise transfer all or any portion of the Software to third parties except to the limited extent set forth in Section 3 or as otherwise expressly provided. You may not copy the Software except as expressly set forth in clause 1(c) above, and any copies that you are permitted to make pursuant to this Agreement must contain the same copyright, patent and other intellectual property markings that appear on or in the Software. You may not modify, adapt or translate the Software. You may not, directly or indirectly, encumber or suffer to exist any lien or security interest on the Software; knowingly take any action that would cause or is capable of causing the Software to be placed in the public domain; or use the Software in any computer environment not specified in this Agreement. You may not permit any use of or access to the Software by any third party in connection with a commercial service offering.

(h) You hereby warrant and represent that you will comply with all applicable law and Absolute's reasonable instructions regarding the use of the Software. You agree to notify your employees and agents who may have access to the Software of the restrictions contained in this Agreement and to ensure their compliance with these restrictions.

(i) NO GUARANTEE. The Software is neither guaranteed nor warranted nor represented to be error- free, uninterrupted or to meet the Licensee’s requirements and no liability shall be assumed by Absolute in this respect. Notwithstanding any support for any technical standard, the Software is not intended for use in or in connection with, without limitation, the operation of nuclear facilities, aircraft navigation, communication systems, air traffic control equipment, medical devices or life support systems, medical or health care applications, or other applications where the failure of the Software or errors in data processing could lead to death, personal injury or severe physical or environmental damage. Absolute does not guarantee, warrant or make any representation regarding the use or the results of the use of the Software in terms of their correctness, accuracy, reliability, currentness or otherwise.

2. INTELLECTUAL PROPERTY RIGHTS

You acknowledge that the Software, any copies of the Software that you are authorized by Absolute in accordance with this Agreement, the Documentation and all intellectual property rights, including patents, utility models, trade and service marks, trade names, domain names, right in designs, copyrights, moral rights, topography rights, rights in databases, trade secrets and know-how, in all cases whether or not registered or registrable and including registrations and applications for registration of any of these and rights to apply for the same, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world (“Intellectual Property Rights”) therein are owned by and/or licensed to Absolute and its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of Absolute and its suppliers. The Software is protected by copyright, including without limitation by United Kingdom and United States Copyright Law, international treaty provisions and applicable laws in the country in which it is being used. You will take no actions which adversely affect Absolute’s Intellectual Property Rights in the Software or the Documentation or any part thereof. Trademarks shall be used in accordance with

accepted trademark practice, including identification of trademark owner’s names. Trademarks may only be used to identify printed output produced by the Software, and such use of any trademark does not give you any right of ownership in that trademark. DataStar™ is a trademark of Absolute Technology Ltd. Except as expressly stated above, this Agreement does not grant you any Intellectual Property Rights in the Software or the Documentation. Notifications of claimed copyright infringement should be sent to Absolute in accordance with clause 15(f).

3. LIMITED TRANSFER RIGHTS

Notwithstanding the foregoing, you may transfer all your rights to use the Software to another person or legal entity provided that: (a) you also transfer this Agreement, the Software and all other software or hardware bundled or pre-installed with the Software, including all copies, updates and prior versions, to such person or entity; (b) you retain no copies of the Software, including backups and copies stored on a computer; (c) the receiving party secures a personalized key code from Absolute and does not use nor attempt to use the Licensee’s key code; and (d) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which you legally purchased a license to the Software. Notwithstanding the foregoing, you may not transfer any education, pre-release or not-for- resale copies of the Software.

4. PRE-RELEASE AND EVALUATION PRODUCT ADDITIONAL TERMS

a) If the product you have received from Absolute is designated by Absolute as pre-commercial release or beta Software ("Pre-release Software"), then this Section applies. You acknowledge that the Pre-release Software is a pre-release version, does not represent final product from Absolute and may contain bugs, errors and other problems that could cause system or other failures and data loss. You acknowledge that Absolute has not promised or guaranteed to you that Pre-release Software will be announced or made available to anyone in the future, that Absolute has no express or implied obligation to you to announce or introduce the Pre-release Software, and that Absolute 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 Absolute, you will provide feedback to Absolute regarding testing and use of the Pre-release Software, including error or bug reports. If you have been provided with the Pre-release Software pursuant to a separate written agreement, your use of the Software is governed by such agreement. Upon receipt of a later unreleased version of the Pre-release Software or release by Absolute 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 Absolute and to abide by the terms of the license agreement for any such later versions of the Pre-release Software.

b) This section applies to all evaluation and/or demonstration copies of Absolute's software ("Evaluation Software") and the license to use the Evaluation Software shall commence on the date you first use the evaluation license key (“Evaluation Commencement Date”) and shall, unless otherwise agreed in writing with Absolute, expire thirty (30) days following the Evaluation Commencement Date (“Evaluation Term”), unless a License is purchased prior to expiry of the Evaluation Term, in which case the Evaluation Term shall expire on the License Commencement Date. Absolute grants you a non-exclusive, non-transferable, limited license, without the right to grant sub licenses, to install and use one (1) copy of the Software for the sole purposes of evaluating the Software for the duration of the Evaluation Term. Unless otherwise specifically agreed with Absolute, during the Evaluation Term only one (1) single user may download, install and use the Software on one (1) computer or workstation. If the Evaluation Software has a time-out feature, then the Evaluation Software will cease operation after the conclusion of the Evaluation Term. Use of any Output created with the Evaluation Software during the Evaluation Term is entirely at your risk. All Output that is created by the Licensee during the Evaluation Term and all right, title and interest therein shall hereby be assigned to Absolute with full title guarantee from the moment of creation. The Licensee hereby undertakes that it shall a) whenever requested to do so by Absolute, promptly to deliver to Absolute all correspondence, documents, papers and records relating to any part of the Output and the process of its creation which are in its possession, custody or power, and b) to do all acts necessary to confirm that absolute title in all Intellectual

Property Rights in the Output has passed, or will pass, to the Absolute. In consideration for the assignment set out in this clause, Absolute hereby grants you a non-exclusive, non-transferable, limited license, without the right to grant sub licenses, to use the Output for the Evaluation Term (“Output License”). The Output License shall terminate automatically upon the expiration of the Evaluation Term and your license to use such Evaluation Output shall only be revived upon your purchase of a License for the Software that you evaluated. Unless and until a License is purchased, you hereby warrant and represent that all copies of the Software including all Output and including any configuration files supplied to you by Absolute and any copies thereof will cease to be used and shall be deleted in its entirety upon expiry of the Evaluation Term. Any breach of this restriction shall constitute a material breach of the Agreement.

c) To the extent that any provision in this section 4 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 and/or Evaluation Software, but only to the extent necessary to resolve the conflict. The Pre-Release and/or Evaluation Software is provided to you “as-is” with no warranties for use or performance, and Absolute disclaims any warranty or liability obligations to you of any kind, whether express or implied. Where legally liability cannot be excluded for Pre-Release and/or Evaluation Software, but it may be limited, Absolute’s liability and that of its suppliers shall be limited to the sum of fifty pounds sterling (GBP £50) in total. You may not sub license, lease, loan, rent, distribute or otherwise transfer the Pre-release Software or the Evaluation Software.

5. LIMITED WARRANTY AND LIMITATION OF LIABILITY

a) 	Limited Warranty and Licensee Remedies. Absolute warrants to the Licensee that (i) the Software will perform substantially in accordance with any accompanying Documentation for a period of ninety (90) days from the License Commencement Date, and (ii) any support services provided by Absolute shall be substantially as described in Section 6 of this Agreement and to the maximum extent allowed by applicable law, implied warranties on the Software, if any, are limited to ninety
(90) days (“Limited Warranty Period”). If, within the Limited Warranty Period, the Licensee notifies Absolute in writing of any defect or fault in the Software in consequence of which it fails to conform in all material respects to the Documentation, and such defect or fault does not result from the Licensee, or anyone acting with the authority of the Licensee, having amended the Software or used it outside the terms of this License for a purpose or in a context other than the purpose or context for which it was designed or in combination with any other software not provided by the Licensee, or it has not been used with the Supported Technologies, Absolute shall, at Absolute’s option, do one of the following:

i) repair the Software;

ii) replace the Software; or

iii) terminate the License immediately by notice in writing to the Licensee and refund any of the Charged paid by the Customer as at the date of termination (less a reasonable sum in respect of the Licensee's use of the Software to the date of termination) on return of the Software and all copies thereof,

provided the Customer provides all the information that may be reasonably necessary to assist the Supplier in resolving the defect or fault, including a documented example of any defect or fault, or sufficient information to enable the Supplier to re-create the defect or fault. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. This Limited Warranty does not apply to Evaluation and/or Pre-release Software.

(b) No Other Warranties and Disclaimer. The foregoing Limited Warranty and remedies state the sole and exclusive remedies for Absolute or its supplier’s breach of warranty. Absolute and its suppliers do not and cannot warrant the performance or results you may obtain by using the Software. Except for the foregoing limited warranty, and for any warranty, condition, representation or term to the extent which the same cannot or may not be excluded or limited by law applicable to you in your jurisdiction, Absolute 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 other matters. To the maximum extent permitted by applicable law, the Licensee acknowledges and

agrees that the Software is used by the Licensee at the Licensee’s sole risk and is provided ‘as is’ and Absolute and its suppliers disclaim all other warranties and conditions, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, informational content or accuracy, quiet enjoyment, title and non- infringement, with regard to the Software, and the provision of or failure to provide support services. No oral or written information or advice given by Absolute or its authorised representative shall or shall be deemed to create a warranty.

(c) Limitation of Liability. To the maximum extent permitted by applicable law even if a remedy fails its essential purpose, in no event shall Absolute or its suppliers be liable for any special, incidental, indirect or consequential damages whatsoever arising out of the use of or inability to use the Software or the provision of or failure to provide support services, even if Absolute has been advised of the possibility of such damages. In any case, Absolute’s entire liability under any provision of this Agreement shall be limited to the total amount in aggregate actually paid by you for the Software product in the twelve (12) month period preceding the date that the claim (or first claim in a series of related claims) arose. Strictly in such states and jurisdictions, Absolute’s liability shall be limited to the greatest extent permitted by law and the limitations or exclusions of warranties and liability contained herein do not prejudice applicable statutory consumer rights of person acquiring goods otherwise than in the course of business. The disclaimer and limited liability above are fundamental to this Agreement between Absolute and you.

(d) Infringement Claims. Absolute will defend or settle any claim, suit or proceeding brought against you by a third party that is based upon a claim that the content contained in the Software infringes that third party’s Intellectual Property Rights ("Claim"), but only to the extent the Claim arises directly out of the use of the Software, and provided that the Licensee grants Absolute the full authority to proceed as contemplated herein and uses all reasonable endeavours to mitigate the sums which may be payable by Absolute hereunder. You must notify Absolute in writing of any Claim within ten (10) business days after you first receive notice of the Claim, and you shall provide to Absolute at no cost such assistance and cooperation as Absolute may reasonably request from time to time in connection with the defence of the Claim. Absolute shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on your behalf on any terms Absolute deems desirable in the sole exercise of its discretion). You may, at your sole cost, retain separate counsel and participate in the defence or settlement negotiations. Absolute shall pay any final judgements awarded or settlements entered into with a third party in connection with a Claim. If the Software or its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of Absolute’s legal counsel the Software is likely to become the subject of a Claim, Absolute shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Software or obtain a license to continue using the Software. If in the opinion of Absolute’s legal counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, Absolute, at its own election, may terminate this Agreement without penalty, and will refund to you on a pro rata basis any fees paid in advance by you to Absolute. The foregoing constitutes Absolute’s sole and exclusive liability for Intellectual Property Rights infringement. This clause does not apply to situations where the alleged infringement, whether patent or otherwise, is attributable to possession or use of the Software (or any part thereof) by the Licensee other than in accordance with the terms of the License, use of the Software in combination with any hardware or software not supplied or specified by Absolute if the infringement would have been avoided by the use of the Software not so combined, or use of a non-current release of the Software.

6. SUPPORT AND MAINTENANCE

(a) Absolute offers optional "Support & Maintenance Package(s)" ("SMP") for the version of Software product edition that you have licensed, which you may elect to purchase in addition to your License. Your rights with respect to support and maintenance as well as your upgrade eligibility depend on your decision to purchase SMP and the level of SMP that you have purchased.

(b) If you have not purchased SMP, you will receive the Software AS IS and will not receive any maintenance releases or updates. However, Absolute, at its option and in its sole discretion on a case by case basis, may decide to offer maintenance releases to you as a courtesy, but these maintenance releases will not include any new features in excess of the feature set at the time of

your purchase of the Software. In addition, Absolute will provide free technical support to you, in accordance with the terms of clauses 6(c) to 6(e) inclusive, for a period of thirty (30) days following the License Commencement Date. Absolute, in its sole discretion on a case by case basis, may also provide free courtesy technical support during the Evaluation Term.

(c) If you have purchased SMP, then solely for the duration of the support period set out in the Order Form or otherwise agreed by the parties in writing (“Support Period”), you are eligible to receive the version of the Software edition that you have licensed and all maintenance releases and updates for that edition that are released during your Support Period. For the duration of your Support Period, you will also be eligible to receive upgrades to the comparable edition of the next version of the Software that succeeds the Software edition that you have licensed for applicable upgrades released during your Support Period. The specific upgrade edition that you are eligible to receive based on your Support Period is further detailed in the SMP that you have purchased. Any Software that is introduced by Absolute as a separate product is not included in SMP. Maintenance releases, updates and upgrades may or may not include additional features. In addition to upgrades and maintenance, Absolute will provide priority technical support to you for the duration of the Support Period, which shall be provided via a Web-based support form only and Absolute will make commercially reasonable efforts to respond via e-mail to all requests within forty-eight (48) hours during Absolute’s business hours (MO-FR, 9:00 UTC 17:00 UTC, UK holidays excluded) and to make reasonable efforts to provide work-arounds to errors reported in the Software that you have reported to Absolute.

(d) During the Support Period you may also report any Software problem or error to Absolute by sending full details of the problem or error to support@absolute.technology. If Absolute determines that a reported reproducible material error in the Software exists and significantly impairs the usability and utility of the Software, Absolute agrees to use reasonable commercial efforts to correct or provide a usable work-around solution in an upcoming maintenance release or update, which is made available at certain times at Absolute’s sole discretion.

(e) If Absolute, in its discretion, requests written verification of an error or malfunction discovered by you or requests supporting example files that exhibit the Software problem, you shall promptly provide such verification or files, by email, or overnight mail, setting forth in reasonable detail the respects in which the Software fails to perform. You shall use reasonable efforts to cooperate in diagnosis or study of errors, which Absolute will use its commercially reasonable endeavours to rectify. Absolute may include error corrections in maintenance releases, updates, or new major releases of the Software. Absolute is not obligated to fix errors that are immaterial. Immaterial errors are those that do not significantly impact use of the Software as reasonably determined by Absolute in its sole discretion. Whether or not you have purchased the SMP, technical support only covers issues or questions resulting directly out of the operation of the Software and Absolute will not provide you with generic consultation, assistance, or advice under any circumstances.

(f) Updating Software may require the updating of software not covered by this Agreement before installation. Updates of the Supported Technologies, operating system and application software not specifically covered by this Agreement are your responsibility and will not be provided by Absolute under this Agreement. Absolute’s obligations under this Section 6 are contingent upon your proper use of the Software and your compliance with the terms and conditions of this Agreement at all times. Absolute shall be under no obligation to provide the above technical support if, in Absolute’s opinion, the Software has failed due to the following conditions: (i) damage caused by the relocation of the Software to another location or CPU; (ii) alterations, modifications or attempts to change the Software without Absolute’s written approval; (iii) causes external to the Software, such as natural disasters, the failure or fluctuation of electrical power, or computer equipment failure; (iv) your failure to maintain the Software at Absolute’s specified release level; (v) use of the Software with other software without Absolute’s prior written approval; (vi) you have failed to use the Software at all times on and/or with the Supported Technologies; (vii) you have failed to install all upgrades, fixes and patches to the Supported Technologies that have been made available to you from time to time; or (viii) if Absolute have given you not less than twelve months’ notice of change(s) to the Supported Technologies and you have failed to update your systems accordingly prior to implementation of the change(s) by Absolute. It will be your sole responsibility to: (i) comply with all Absolute-specified operating and troubleshooting procedures and then notify Absolute immediately of Software malfunction and provide Absolute with complete information thereof; (ii)

provide for the security of your confidential information; (iii) establish and maintain backup systems and procedures necessary to reconstruct lost or altered files, data or programs.

7. SOFTWARE ACTIVATION, UPDATES AND LICENSE METERING

(a) License Metering. The Software includes a built-in license metering module that is designed to assist you with monitoring license compliance in small local networks. The metering module attempts to communicate with other machines on your local area network. You permit Absolute to use your internal network for license monitoring for this purpose. This license metering module may be used to assist with your license compliance but should not be the sole method. Should your firewall settings block said communications, you must deploy an accurate means of monitoring usage by the end user and preventing users from using the Software in excess of the Permitted Number.

(b) License Compliance Monitoring. You are required to utilize a process or tool to ensure that the Permitted Number is not exceeded. Without prejudice or waiver of any potential violations of the Agreement, Absolute may provide you with additional compliance tools should you be unable to accurately account for License usage within your organization. If provided with such a tool by Absolute, you (a) are required to use it in order to comply with the terms of this Agreement and (b) permit Absolute to use your internal network for license monitoring and metering and to generate compliance reports that are communicated to Absolute from time to time.

(c) Software Activation. The Software may use your internal network and internet connection for the purpose of transmitting license-related data at the time of installation, registration, use, or update to an Absolute server and validating the authenticity of the license-related data in order to protect Absolute against unlicensed or illegal use of the Software and to improve customer service. Activation is based on the exchange of license-related data between your computer and the Absolute server. You agree that Absolute may use these measures and you agree to follow any applicable requirements. You further agree that use of or any attempt to use license key codes that are not or were not generated by Absolute and lawfully obtained from a) Absolute directly or b) an authorized reseller, as part of an effort to activate or use the Software shall be a violation of Absolute's Intellectual Property Rights as well as the terms of this Agreement. You agree that efforts to circumvent or disable Absolute's copyright protection mechanisms, the license management mechanism, or the Absolute server violate Absolute's Intellectual Property Rights as well as the terms of this Agreement. In the event that the Licensee breaches this clause 7.c) Absolute shall be entitled to terminate this Agreement on notice to the Licensee without prejudice to any other rights and remedies of Absolute.

(d) Live Update. If Absolute provides a live update notification service to you from time to time, which if provided shall be provided to you free of charge, Absolute may use your internal network and internet connection for the purpose of transmitting license-related data to an Absolute-operated server to validate your license at appropriate intervals and determine if there is any update available for you.

(e) Audit Rights. You agree that Absolute may with reasonable grounds audit your use of the Software for compliance with the terms of this Agreement at any time, upon reasonable notice. In the event that such audit reveals any use of the Software by you other than in full compliance with the terms of this Agreement, you shall reimburse Absolute for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance.

8. TERM AND TERMINATION

(a) This Agreement shall commence on the date you commence installation of the Software and shall remain in force unless and until terminated in accordance with the terms herein. This Agreement may be terminated:

(i) save as expressly set out in the Order Form, by your giving Absolute ninety  (90) days written notice of termination, such notice to be delivered to Absolute’s registered office address;

(ii) automatically upon the on termination of the License;

(iii) by either party with immediate effect by written notice to the other party in the event that the other party:

(1) commits any material breach of its obligations under this Agreement and fails to remedy the same within thirty (30) working days of written notice to do so. For the purpose of this clause, a material breach shall be any act which deprives or which may deprive the party not in breach of the substantial benefit of this Agreement. For the avoidance of doubt, a failure to meet a deadline shall be considered a breach capable of being remedied; or

(2) has a receiver or administrator appointed over the whole or any substantial part of its business or assets, or if any order is made or a resolution is passed for its winding up (other than for the purpose of a bona fide amalgamation or reconstruction of a solvent company).

(b) Should the Licensee fail to make any payment due to Absolute and/or an authorized Absolute reseller under the terms of this Agreement (other than and then only to the extent that any part of such a payment is reasonably disputed by the Licensee) and such payment remains unpaid thirty
(30) days after the date of due payment then Absolute shall be entitled without prejudice to its other rights by written notice to the Licensee to suspend the Licensee’s access to the Software and provision of any services in accordance with the SMP (if applicable) and by written notice of not less than thirty (30) days to terminate this Agreement without liability.

(c) Upon any termination of the Agreement for any reason, Absolute shall be entitled to be paid all sums due and any additional sums specified in the relevant Order Form(s) and you must cease all use of the Software that this Agreement governs, destroy all copies then in your possession or control and take such other actions as Absolute may reasonably request to ensure that no copies of the Software remain in your possession or control.

(d) The terms and conditions of this Agreement shall survive termination to the extent necessary to give effect to those of its provisions which expressly or impliedly have effect after termination.

9. THIRD PARTY SOFTWARE

The Software may contain third party software (“Third Party Software”) which requires notices and/or additional terms and conditions. Notwithstanding anything in this Agreement to the contrary, all or any portion of the Software which constitutes Third Party Software is licensed to the Licensee subject to the terms and conditions of the software license agreement accompanying such Third Party Software. Use of the Third Party Software component by the Licensee shall be governed entirely by the terms and conditions of such license and, with respect to Absolute, by the limitations and disclaimers of this Agreement. Such required third party software notices and/or additional terms and conditions (“Third Party Terms”) are located at our Website at https://www.absolute.technology/third-party-licenses.html and are also set forth in the "Licenses" directory of the Software installation directory and are made a part of and incorporated by reference into this Agreement at the time it is entered into. The Licensee warrants and represents that it shall at all times comply with the Third Party Terms included with the Software and shall indemnify Absolute in respect of all costs, fees and expenses which Absolute may incur as a result of the Licensee’s breach of the Third Party Terms. The Third Party Terms may only be amended in subsequent versions of the Software and shall be notified to the Licensee in the release notes that accompany the Software. In the event that a revision to the Third Party Terms has a material adverse effect on the Licensee’s position under the Agreement the Licensee shall reserve the right to continue using their current version of the Software for the License Term or terminate the Agreement in accordance with clause 8. By accepting the terms and conditions of this Agreement the Licensee also accepts the terms and conditions of each Third Party Software component license.

10. ESCROW

(a) If expressly stated in the Order Form, Absolute shall deposit and shall continue to maintain and update a copy of the source code of the Software with the National Computer Centre (“Escrow Agent”) in accordance with the terms of the NCC Single Licensee Escrow Agreement (“Escrow Agreement”).

(b) The Escrow Agreement shall provide for the release of the Software source code to the Licensee upon the occurrence only of any of the following events: (i) if Absolute has availed itself of, or been subjected to by any third party, a proceeding in bankruptcy in which Absolute is the named debtor; (ii) an assignment by Absolute for the benefit of its creditors; (iii) the appointment of a receiver for Absolute; (iv) any other proceeding involving insolvency or the protection of, or from, creditors, and same has not been discharged or terminated, without any prejudice to the Licensee’s rights or interests under this Agreement, within thirty (30) days; (v) if Absolute has ceased its on-going business operations, or ceases to be able to provide maintenance support services; (vi) if Absolute has ceased operating in the normal course of business; (vii) if Absolute fails to maintain its obligations pursuant to the Escrow Agreement in keeping the Software in escrow up to date; (viii) if any other event or circumstance occurs which demonstrates with reasonable certainty the inability or unwillingness of Absolute to correct faults in the Software. For the avoidance of doubt, the source code shall not be released as a result of a change of control of Absolute or any of its assets.

(c) Subject to the terms and conditions of the Agreement and the terms of the Escrow Agreement, upon release of the source code, Absolute hereby grants to the Licensee an irrevocable, non-exclusive, personal, perpetual license to use the source code solely for the purpose of supporting and maintaining the Software for the purpose of continuing to receive the benefit of the License to the Software granted hereunder.

(d) The Licensee shall be responsible for paying all costs and expenses charged by the Escrow Agent in connection with the Escrow Agreement.

11. JURISDICTION, CHOICE OF LAW, AND VENUE

(a) This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

(b)  The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

12. TRANSLATIONS

Where Absolute has provided you with a foreign translation of the English language version, you agree that the translation is provided for your convenience only. If there is any contradiction between the English language version and a translation, then the English language version shall take precedence.

13. CONFIDENTIALITY

a) Each party agrees to employ and to procure that its employees, agents and sub-contractors use all reasonable endeavors to ensure that all data and information relating to the other's business provided to or acquired by it, its employees, agents or sub-contractors ("Receiving Party") under this Agreement is treated as secret and confidential and will not be disclosed to any third party without the prior written consent of other party unless:

i) the information was already lawfully known or became lawfully known to the Receiving Party independently of its involvement in this Agreement, or

ii) the information is or becomes within the public domain other than due to the wrongful disclosure by the Receiving Party, or

iii) disclosure or use is reasonably necessary for the proper and effective performance of the Receiving Party's rights under this Agreement, or

iv) disclosure is required by a person or body having a legal right, duty or obligation to have access to the information and then only in pursuance of such a legal right, duty or obligation, or

v) disclosure is to those employees, agents or sub-contractors who need to know the information in order to perform obligations under this Agreement.

b) This clause 13 shall survive termination of the Agreement.

14. DATA PROTECTION

(a) Both parties agree that they will at all times comply with their obligations under the Data Protection Act 2018, and the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, for so long as the GDPR is effective in the UK, and any successor legislation to the Data Protection Act 2018 and the GDPR (“Data Protection Laws”).
     
(b) Each party will indemnify the other against all actions, claims and expenses whatsoever which arises out of any breach of the Data Protection Laws.

15. USE OF DATA

(a) Absolute may periodically collect and use technical and related data concerning the Software you have licensed, including about the version number of the Software you have installed and about the system you have installed the Software on. Absolute will use such data to facilitate maintenance and support with respect to the Software, to improve its products and to provide further services or technologies to you.

(b) Absolute may process personal data with respect to you, if and to the extent necessary to provide the license key, to provide maintenance and support to you with respect to the Software and to comply with its obligations under this EULA. To the extent Absolute will process personal data, it will comply with its obligations under the Data Protection Laws.

16. GENERAL PROVISIONS

(a) References to clauses and schedules shall be to clauses and schedules of this Agreement. The clause headings in this Agreement are inserted for ease of reference only and shall not affect the construction or interpretation of this Agreement.

(b) In this Agreement the singular shall be deemed to include the plural and the plural shall be deemed to include the singular unless the context requires otherwise

(c) This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all prior written and oral understandings of the parties with respect to the subject matter hereof. Other than as expressly stated otherwise in this Agreement neither party shall be under any liability for any representations made prior to or during the operation of this Agreement.

(d) Any notice or other communication given under this Agreement must be in writing and delivered by hand, by e-mail to support@absolute.tecnology for Absolute and to the Contact for the Licensee or posted by certified or registered mail, return receipt requested to the registered office of Absolute or the Licensee as appropriate and any such notice shall be deemed to have been duly served upon and received by the party to whom it is addressed at the time of delivery if delivered by hand, immediately after the email is sent or on the expiry of 48 hours after posting.

(e) Nothing in this Agreement shall give, directly or indirectly, any third party any enforceable benefit or any right of action against Absolute or the Licensee and such third parties shall not be entitled to enforce any term of this Agreement against Absolute or the Licensee.

(f) The Licensee will not be liable for any special, incidental, indirect or consequential damages whatsoever arising out of this Agreement.

(g) Neither party may assign the benefit of all or part of this Agreement without the prior written consent of the other party which shall not be unreasonably delayed or withheld, except that Absolute may upon written notice to the Licensee assign the benefit and burden of this Agreement to its holding company or to any company which is a subsidiary of its holding company.

(h) Any reference to in writing or written shall include by e-mail.

(i) The failure of either of us at any time to require performance of any provision hereof shall in no manner affect such party’s right at a later time to enforce the same or any other term of this Agreement.

(j) This Agreement may be amended only by a document in writing signed by the duly authorised representatives of both parties.

(k) Each party is duly authorized and empowered to enter into and perform this Agreement.

(l) If, for any reason, any provision of this Agreement is held invalid, unreasonable, unlawful or otherwise unenforceable, the Court shall have the power to strike out or override that part whether it is an entire clause or clauses or some part or parts thereof and enforce this Agreement as if the offending part or parts had not been included.

(m) Neither party or any of its employees, servants, agents or sub-contractors shall be under any liability whatsoever to the other party for any non-performance, defective performance or delay in the performance of any of the services or work to be supplied hereunder caused directly or indirectly by an Act of God or by any other event or circumstance beyond the reasonable control of that party.

(n) The parties knowingly and expressly consent to the foregoing terms and conditions.