Software License Agreement

iBwave Solutions Inc.

SOFTWARE DESCRIPTION AND USAGE

DEFINITIONS

‘Administrator Account‘ has the meaning set forth in Section Error! Reference source not found..

‘AMS‘ means the Annual Maintenance and Support Agreement between iBwave and Customer, if any.

‘Cloud Services‘ means the cloud services which provide Customer with 10GB of cloud storage in association with the Use of the iBwave Services.

‘Computer‘ means an electronic device that accepts information in digital or similar forms and manipulates it for a specific result based on a sequence of instructions.

‘Continental Time Zone‘ means each of the three general time zones that cover (i) Americas; (ii) Europe, Middle East and Africa (‘EMEA’); and (iii) Asia Pacific.

‘Customer Data‘ means any data, information, content, records and files that Customer (or any User) leads, receives through, transmits to or enters into the Software or iBwave Services.

‘Customer User Account‘ has the meaning set out in Section 3.

‘Documentations‘ means the documentation that describes the function and use of each program in sufficient detail to permit use of a Software or the iBwave Services.

‘Evaluation Version‘ or ‘Trial Version‘ means the evaluation version of a Software.

‘iBwave Data‘ means any data, information, content, records and files that iBwave or any of its affiliates make available in connection with the Software, iBwave Services or on website.

‘iBwave Services‘ means services through which iBwave hosts and makes available the Software and the Cloud Services, if Customer is not in default under the AMS.

‘Modifications‘ means modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and ‘Modify‘ has a corresponding meaning.

‘Personal Information‘ means information about an identifiable individual.

‘Project‘ means in-building projects managed by Customer with the iBwave Services.

‘Reporting Module‘ means the Izenda reporting module which is incorporated in the iBwave Unity Software and/or the iBwave Services if the iBwave Services is related to Unity Software.

‘Software‘ means any variation of the iBwave DESIGN, iBwave Mobile, iBwave Unity, iBwave FIELD, iBwave VIEWER, iBwave WIFI, iBwave Public Safety and DB Editor software products and a Trial Version of any of those software including but not limited to computer software and associated media, printed materials and documentation, any updates or modified versions, any additional modules or plug-ins, or any additional software provided by iBwave in connection therewith.

‘Supplemental Agreement‘ means any agreement expressly incorporating the terms of the Agreement.

‘Term‘ has the meaning set out in Section  Error! Reference source not found. .

‘User‘ means any individual that directly or indirectly accesses or Uses the iBwave Services.

‘Website‘ means any website used by iBwave to provide the iBwave Services, including the website located at https://.

1. SOFTWARE AND iBWAVE SERVICES

• 1.1 Use of Software or iBwave Services. Unless otherwise specified in a Supplement Agreement, use of any Software or iBwave Services is governed by the terms and condition set out herein.
• 1.2 Provisioning of the Software or iBwave Services. Subject to Customer’s compliance with the terms and conditions of this Agreement, iBwave will make the Software or iBwave Services available to Customer on the terms and conditions set out in this Agreement. Customer is responsible for identifying and authenticating the Users and for the Users’ compliance with this Agreement.
• 1.3 Restriction on Use. Customer acknowledges and agrees that it is responsible for the compliance by the Users with this Agreement, any guidelines and policies published by iBwave from time to time, and the activities of the Users with the Software or on the iBwave Services. Without limiting the generality of any of the foregoing, Customer must not itself, and will not permit others to:
  • (b) reverse engineer, de-compile, disassemble or unlock the Software or iBwave Services;
  • (c) Modify the Software or iBwave Services;
  • (d) Use or access the Software or iBwave Services in a way intended to avoid incurring or exceeding usage limits or quotas;
  • (e) Use the Software or iBwave Services to permit timesharing or commercially exploit the Software or iBwave Services;
  • (f) distribute, copy, transfer, sell, rent, lend, lease or sublicense the Software oriBwave Services or any intellectual property rights therein or otherwise make the Software or iBwave Services available to others;
  • (g) Use or access the Software or iBwave Services in violation of any applicable law or intellectual property right, in a manner that threatens the security or functionality of the Software or iBwave Services, or for any purpose or in any manner not expressly permitted in this Agreement;
  • (h) Use the Software or iBwave Services to create, collect, transmit, store, use or process any Customer Data:
    • (i) that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
    • (ii) that Customer does not have the lawful right to create, collect, transmit, store, use or process; or
    • (iii) that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity);
  • (i) remove or obscure any proprietary notices or labels on the Software or iBwave Services, including brand, copyright, trademark and patent or patent pending notices;
  • (j) perform any vulnerability, penetration or similar testing of the Software or iBwave Services;
  • (k) Use the Software or iBwave Services with online control equipment;
  • (l) access or Use the Software or iBwave Services in order to build a competitive service or similar product; or
  • (m) Use the Software or iBwave Services in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft, navigation, communication or control systems, direct life support machines, weapons systems, or other uses in which failure of the software could lead directly to death, personal injury or severe physical or environmental damage
• 1.4 Restriction based on type of license purchases. In addition to the restrictions set out in Section 1.3, Customer acknowledges and agrees that it is responsible for the compliance of the terms of the license purchased by it. Without limiting the generality of the foregoing:
  • (a) Shared License. If Customer has purchased a Shared License for iBwave Design, iBwave Field, iBwave Viewer, iBwave WIFI or DB Editor, Customer shall not and will not permit others to:
    • (i) install the Software on more than five computers;
    • (ii) identify more than five pre-assigned Users;
    • (iii) identify a person as a pre-assigned User if such person is not located in the same Continental Time Zone as the other pre-assigned Users;
    • (iv) give access to the Software to Users which are not pre-assigned Users;
    • (v) allow more than one User to access the Software at a given time.
  • (b) Single-User License. If Customer has purchased a Single-User License for iBwave Design, iBwave Field, iBwave Viewer, iBwave WIFI, iBwave Public Safety or DB Edit, Customer shall not and will not permit others to:
    • (i) install the Software on more than one computer;
    • (ii) allow any User other than the pre-assigned User to access the Software at any time;
    • (iii) access the Software remotely. Without limiting the generality of the foregoing, the Customer shall not access the Software in any remote access environment, virtual private network, virtual machine, Citrix Metaframe, Terminal Server or a network or any other environment that will permit multiple-user access.
  • (c) Global License. If Customer has purchased a Global License for iBwave Design, iBwave Field, iBwave Viewer, iBwave WIFI or DB Edit, Customer shall not and will not permit others to:
    • (i) install the Software on more than 10 computers;
    • (ii) give access to the Software to Users which are not pre-assigned Users;
    • (iii) identify more than 10 pre-assigned Users;
    • (iv) identify a person as a pre-assigned User if such person is not located in the same Continental Time Zone as the other pre-assigned User;
    • (v) access the Software remotely;
    • (vi) allow more than one pre-User to access the Software at a given time.
  • (d) Server License. If Customer has purchased a Server License for iBwave Design, iBwave Field, iBwave Viewer, iBwave WIFI or DB Edit, Customer shall not and will not permit others to:
    • (i) allow more than one User to access the Software at a given time.
• 1.5 If the customer has purchased a floating license, the Customer may use the software within a remote access environment but only by a single user session at any time. This license may be only mapped to iBwave cloud licensing server unless the customer purchases the local license server.
• 1.6 If the customer has purchased a Local License Server, the customer may install the local server and use the local license server to access and manage their floating licenses locally. The customer is obliged to provide a periodical synchronization on request from iBwave (no more than once every 3 months) of local server activities by generating a synchronization file from the local license server to be provided to iBwave.
• 1.7 Suspension of Access: Scheduled Downtime; Modifications. iBwave may, at its discretion:
  • (a) suspend Customer’s access to or Use of the Software or iBwave Services or any component thereof:
    • (i) for scheduled maintenance;
    • (ii) if Customer or Users violate any provision of this Agreement;
    • (iii) to address any emergency security concerns;
    • (iv) if Customer or Users’ Use of the Software or iBwave Services (A) may adversely impact the Use of the Software oriBwave Services of any other iBwave customer, (B) may subject iBwave, its affiliates, licensors or distributors or any third party to liability, or (C) may be fraudulent; or
    • (v) if iBwave no longer has the right to grant access to any component of the Software or iBwave Services.
  • (b) Modify the Software or iBwave Services. iBwave will notify Customer of any material change to or discontinuance of the Software or iBwave Services. Customer is required to accept all patches, bug fixes and updates made by or on behalf of iBwave to the Software or iBwave Services.
• 1.8 Effect of Suspension. If iBwave suspends Customer’s or Users’ right to access or Use of the Software or iBwave Services:
  • (a) Customer remains responsible for all fees and charges Customer have incurred through the date of suspension;
  • (b) Customer remains responsible for any applicable fees and charges for the Software or iBwave Services to which Customer continue to have access;
  • (c) Customer will not be entitled to any service credits under the AMS for any period of suspension; and
  • (d) iBwave will not erase any of Customer Data as a result of Customer suspension, except as specified elsewhere in this Agreement.
• 1.9 Maintenance. For a period of 12 months from the Effective Date (the “Initial Period”), Customer will have access to the support and maintenance of the Software as more fully described in the AMS. After the Initial Period, Customer many renew the AMS on an annual basis. If the customer has purchased a subscription, the maintenance period survives only within the paid current subscription period.
• 1.10 Reporting Module. Customer acknowledges and agrees that Customer have access in all time to the reporting module from Stimulsoft. Customer will also have access to the Reporting Module from Izenda as long as Customer is under a valid and paid for AMS agreement.
• 1.11 OWNERSHIP and Reservation of Rights
• 1.12 Customer retains all ownership and intellectual property rights in and to Customer Data. Customer grants to iBwave a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to use and process the Customer Data in the Software and/or transmit Customer Data to provide the iBwave Services. iBwave may collect and analyze data and other information relating to the provision, use and performance of the Software or iBwave Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and during and after the Term, iBwave may: (i) use such data and information to improve and enhance the Software or iBwave Services and other development, diagnostic and corrective purposes in connection with the Software or iBwave Services and other iBwave offerings; and (ii) disclose such data solely in aggregated or other de-identified form in connection with its business.
• 1.13 iBwave, its affiliates and licensors retain all ownership and intellectual property rights, in and to (A) (i) the Software; (ii) the iBwave Services; (iii) iBwave Data; (iv) anything developed or delivered by or on behalf of iBwave under this Agreement; and (v) any Modifications to the foregoing (i), (ii), (iii) and (iv).
• 1.14 All rights not expressly granted by iBwave to Customer under this Agreement are reserved.