REALVNC END USER LICENSE AGREEMENT

PLEASE READ CAREFULLY BEFORE DOWNLOADING, INSTALLING OR EXECUTING
THE SOFTWARE DOWNLOADED FROM WWW.REALVNC.COM OR WWW.REALVNC.HELP

THIS END USER LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL
AGREEMENT BETWEEN YOU AND REALVNC LIMITED, A COMPANY INCORPORATED
IN ENGLAND AND WALES WITH COMPANY NUMBER 04446945 AT 50-60
STATION ROAD, CAMBRIDGE, ENGLAND, CB1 2JH ("REALVNC") IN RELATION
TO THE ACCESS AND USE OF REALVNC'S SOFTWARE.

IMPORTANT NOTICE TO ALL USERS:

• IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, YOU MUST NOT
  CLICK TO ACCEPT THESE TERMS OR CONTINUE TO DOWNLOAD OR ACCESS
  OR USE THIS SOFTWARE OR DOCUMENTS.

• REALVNC MAY MODIFY THESE TERMS AND CONDITIONS AT ANY TIME.

• BY INSTALLING ANY UPDATED VERSION OF THE SOFTWARE WHICH MAY BE
  MADE AVAILABLE, YOU ACCEPT THAT THE TERMS OF THIS AGREEMENT
  APPLY TO SUCH UPDATED SOFTWARE.


1. DEFINITIONS

   In this Agreement:

   "Acceptable Use Policy" means RealVNC's policy available at
   https://www.realvnc.com/realvnc-acceptable-use-policy as may
   be updated from time to time.

   "Authorized User" means your employees and independent
   contractors who are authorized by you to use the Software
   under this Agreement.

   "Confidential Information" means all confidential or
   proprietary information (however recorded or preserved)
   disclosed by one party or its employees, officers,
   subcontractors, representatives or advisers (together
   “Representatives”) to the other party and the other party’s
   Representatives, including the terms of this Agreement, the
   business, affairs, customers, clients, RealVNC's, plans,
   intentions, market opportunities, operations, processes,
   products, services, data, know-how, or trade secrets of the
   disclosing party, including anything specified as being
   Confidential Information.

   "Customer Data" means any commercial or proprietary data which
   is uploaded or otherwise submitted to the Software directly by
   you, your Authorized Users including any data submitted into
   the Software indirectly via any third party application used
   by you, excluding any Derived Data and account management
   data. For the avoidance of doubt, RealVNC does not process
   Customer Data outside of the necessary processing specified in
   the Data Processing Addendum as may be updated from time to
   time at
   https://help.realvnc.com/hc/en-us/articles/5438412949405.

   “Deployment Software” means deployment tools and services
   available from the Website and made available including
   documentation, updates, modified versions and copies of the
   Deployment Software.

   "Derived Data" means any data which is derived from your use
   of the Services, which shall include: (i) any meta-data on
   your use of the Software such as the number of connections and
   volume of data; (ii) any data which is processed and stored as
   mathematical constructs; and (iii) statistical or aggregated
   data, but shall exclude any Personal Data and, for the
   avoidance of doubt, does not include the Customer Data itself.

   "Device" means the computer on which the Software is to be
   installed or run.

   "Device Access" means a Subscription that entitles the use of
   the Server Software or as otherwise described on the Website.

   “Free Subscription” means RealVNC's free to access
   subscription known as ‘Free’, 'Home' or 'Lite’ that includes
   basic functionality and is for non-commercial use only
   including use of the relevant Deployment Software as described
   on the Website.

   "Insolvency Event" means, with respect to a party, (a)
   entering into a composition or arrangement with its creditors
   other than for the sole purpose of a solvent reconstruction;
   (b) an inability to pay its debts as they become due; (c) a
   person becoming entitled to appoint or appointing a receiver
   or an administrative receiver over that party’s assets; (d) a
   creditor or encumbrancer attaches or takes possession of the
   whole or any part of that party's assets which is not
   discharged within 14 days; or (e) any event occurs, or
   proceeding is taken, in any jurisdiction that has an effect
   equivalent or similar to any of the events mentioned in (a) to
   (d) above.

   "On-Demand Assist" means the support functionality included
   within certain Subscription types that enable the use of the
   On-Demand Assist Software (previously known as 'Instant
   Support').

   "On-Demand Assist Software" means the programs made available
   from the Website from time to time including documentation,
   updates, modified and branded versions and copies of such
   software for the On-Demand Assist services as set out on the
   Website (previously known as 'Instant Support').

   "Reseller" means a third-party entity that agrees to purchase
   a Subscription to the Software from RealVNC on your behalf.

   “Server Software” means VNC Server Version 4.0 or later of the
   programs available from the Website, including associated
   documentation, updates, modified versions and copies of the
   Server Software.

   “Services” means the support services as set out on the
   Website.

   “Software” means the Server Software and/or the Viewer
   Software and/or the Deployment Software and/or the On-Demand
   Assist Software as described on the Website including the
   portal used to access such software and related back-end
   services that comprise the cloud connection brokering services
   and subscription management functionality.

   “Subscription” means a subscription purchased for or by you
   and/or obtained from RealVNC that grants certain usage rights
   to the Software.

   “Subscription Fee” means the fees payable for a Subscription
   as set out on the Website.

   "Third Party Software" means third party software incorporated
   in the Services, as listed on the Website.
   “Viewer Software” means VNC Viewer Version 4.0 or later of the
   programs available from the Website including documentation,
   updates, modified versions and copies of the Viewer Software.

   "Virus" means any thing or device (including any software,
   code, file or program) which may: prevent, impair or otherwise
   adversely affect the operation of any computer software,
   hardware, network, data, or the user experience, including
   worms, Trojan horses, viruses and other similar things or
   devices.

   “Website” means https://www.realvnc.com,
   https://www.realvnc.help and associated web applications.


2. LIMITED TRIAL PERIOD

   The Software can be evaluated for a limited trial
   non-exclusive license period as set out on the Website in
   accordance with the terms of this Agreement. It will perform
   for only a limited period of time. THE LIMITED TRIAL SOFTWARE
   IS PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OR LIABILITY ON
   REALVNC’S PART TO YOU WHATSOEVER.


3. VIEWER SOFTWARE

3.1 RealVNC, on behalf of itself, its subsidiaries and any
    licensors, hereby grants to you a non-exclusive, worldwide,
    non-transferable license to install and use the Viewer
    Software for your personal use or for the internal use of
    your business or organisation. You are expressly prohibited
    from transferring or distributing the Viewer Software in any
    format, in whole or in part, for sale, for commercial use, or
    for any unlawful purpose.

3.2 The Viewer Software is only warranted and supported to the
    extent it is used in conjunction with a licensed copy of the
    Server Software, of the On-Demand Assist Software, or of any
    other RealVNC Server product explicitly stated to qualify for
    use with the Viewer Software.


4. DEVICE ACCESS

4.1 Where your Subscription includes Device Access, the terms of
    this clause 4 shall apply.

4.2 Subject to you paying the Fees and complying with the terms
    and conditions of this Agreement, RealVNC hereby grants to
    you a non-exclusive, non-transferable, right for your
    Authorized Users to the number for which your Subscription is
    valid, to download, install and use the Software, using the
    types of permitted connections as set out on the Website, on
    no more than the number of Devices for which your
    Subscription is valid and in accordance with RealVNC's
    Acceptable Use Policy available at
    https://www.realvnc.com/realvnc-acceptable-use-policy.

4.3 You hereby acknowledge and agree that use of the Server
    Software may only be used on your Devices in object code form
    for the purpose of this Agreement and for no other use.

4.4 In the case of a Free Subscription, the Server Software may
    only be used for your private, noncommercial purposes. In the
    case of a Subscription type which is not a Free Subscription,
    the Server Software may additionally be used for the internal
    purposes of your business or organisation by Authorized Users
    on your Devices, unless otherwise prohibited on our Website.

4.5 RealVNC hereby grants to you a non-exclusive, worldwide,
    non-transferable license to install and use the Deployment
    Software for the internal purposes of your business or
    organization by Authorized Users on your Devices, to the
    extent permitted by and necessary to use your Subscription
    and for the duration of your Subscription.

4.6 You may make as many copies of the Deployment Software as
    your Subscription allows and use it to install the Server
    Software on your Devices.


5. ON-DEMAND ASSIST

5.1 Where your Subscription includes On-Demand Assist, the terms
    of this clause 5 shall apply.

5.2 Subject to you paying the Subscription Fees and complying
    with the terms of this Agreement, RealVNC hereby grants to
    you a non-exclusive, worldwide, nontransferable license to
    use and make the On-Demand Assist Software available to the
    number of Authorized Users permitted under your Subscription.


6. ACCESS TO THE SOFTWARE

6.1 You shall not:

    a) access, store, distribute or transmit any Viruses or any
    material during its use of the Software that is unlawful,
    harmful, infringing, offensive, discriminatory, or which
    facilitates illegal activity or depicts sexually explicit
    images or causes damage or injury to any person or property.
    RealVNC reserves the right, without liability or prejudice to
    its other rights to you, to disable yours and the Authorized
    Users' access to any material that breaches the provisions of
    this clause;

    b) except as may be allowed by any applicable law which is
    incapable of exclusion by agreement between the parties, and
    except to the extent expressly permitted under this
    Agreement, you shall not, and shall not attempt to, copy,
    modify, duplicate, create derivative works from, frame,
    mirror, republish, download, display, transmit, or distribute
    all or any portion of the Software in any form or media or by
    any means, or attempt to reverse compile, disassemble,
    reverse engineer or otherwise reduce to human-perceivable
    form all or any part of the Software (including its object
    code and source code);

    c) access all or any part of the Software in order to build a
    product or service which competes with the Software; or

    d) make the Software or any of the Services available to any
    third party except to Authorized Users.

6.2 You agree to use all reasonable endeavors to prevent any
    unauthorized access to, or use of, the Software and, in the
    event of any such unauthorized access or use, promptly notify
    RealVNC.

6.3 You acknowledge and agree that each Authorized User must keep
    a secure password for their use of the Software which must be
    kept confidential and secure against unauthorized access or
    use (including any other Authorized User).

6.4 You shall be responsible for setting the access rights for
    each of your Authorized Users and shall ensure that all
    Authorized Users' use of the Software is strictly in
    accordance with the terms of this Agreement, including the
    terms in the Acceptable Use Policy available at
    https://www.realvnc.com/realvnc-acceptable-use-policy. You
    shall be responsible for any Authorized User's breach of this
    Agreement and for monitoring the number of users making use
    of the Software to ensure you do not exceed the number of
    Authorized Users.

6.5 You acknowledge and agree that the Software may provide
    access to Third Party Software. RealVNC makes no
    representation, warranty or commitment and shall have no
    liability or obligation whatsoever in relation to the use of
    any such Third Party Software.

6.6 You are responsible for providing any dependencies (i.e. any
    network or connectivity requirements, or back up requirements
    that you need to have in place in order to use the Software)
    stated on the Website and shall ensure that its network and
    systems comply with the relevant specifications provided by
    RealVNC from time to time necessary for the operation of the
    Software. You shall be solely responsible for procuring and
    maintaining all network connections and telecommunications
    links from its systems to RealVNC’s data centers.

6.7 You shall comply with all applicable laws and regulations in
    the exercise of your rights and the performance of your
    obligations pursuant to this Agreement.


7. SUSPENSION OF SERVICE

7.1 RealVNC may suspend the access to or use of the Software by
    any or all of the Authorized Users if RealVNC determines that
    use of the Services:

    a) is in breach of this Agreement;

    b) poses a security risk;

    c) is adversely impacting or may adversely impact (as
    appropriate) the Services or any service provided by RealVNC
    to a third party;

    d) where it is in the legitimate interests of RealVNC to do
    so, including where there is a reasonable risk that you may
    default in the payment of the Subscription Fees,

    and RealVNC shall use its reasonable endeavors to notify the
    affected Authorized Users before the suspension takes effect
    and as soon as reasonably practicable thereafter, and may use
    any reasonable means to do so.

7.2 Where RealVNC suspends access to or use of the Software under
    clause 7.1, the Customer remains responsible for all Fees.


8. SUPPORT SERVICES

8.1 During the term of this Agreement, provided all relevant
    Subscription Fees which are due and owing have been paid,
    RealVNC will provide the following Services to you in
    relation to the Software in accordance with the terms and
    conditions of this Agreement:

    a) provided you promptly notify RealVNC of any material
    defect in the Software (being any corrupt download), RealVNC
    shall, subject to the following provisions, use its
    reasonable endeavors to correct the problem and provide a
    corrected version as soon as practicable after being so
    notified; or

    b) make available any updates or improvements to the Software
    as published by RealVNC (which shall be made available on the
    Website). RealVNC may at its absolute discretion determine
    whether any updates or improvements are made available within
    existing Subscription packages or require an enhanced
    Subscription to access.

8.2 The Services do not include the correction of any defects due
    to:

    a) any combination or inclusion of the Software with or in
    any computer program, equipment or devices not on the
    approved list on the Website;

    b) you not giving RealVNC a sufficiently detailed description
    of the defect to enable RealVNC to identify the defect and to
    perform the Services; or

    c) any improper or unauthorized use or operation of the
    Software, including any use not in accordance with the
    Acceptable Use Policy available at
    https://www.realvnc.com/realvnc-acceptable-use-policy.

8.3 If a defect cannot be resolved in a reasonable time your sole
    and exclusive remedy will be for RealVNC to either, at its
    sole discretion:

    a) replace the Software; or

    b) refund to you such an amount as is equal to the
    Subscription Fee prorated over the remainder of duration of
    the Subscription.

8.4 The Services shall continue in force for the chosen
    Subscription period from the start of the Subscription, and
    may be continued by renewing the Subscription at any time.

8.5 The Services are automatically renewed for an additional term
    of twelve months if you fail to terminate your Subscription
    before the expiry of the relevant Subscription period.

8.6 RealVNC shall notify you via email at least seven days before
    the Subscription Fees for any renewed Subscription become
    due.

8.7 You can opt out of having your Subscription auto-renew on the
    Website. If you elect not to have your Subscription
    auto-renew then your Subscription will automatically
    terminate on the last day of your Subscription period.


9. FEES

9.1 You shall pay the Subscription Fees in accordance with this
    clause 9 and any payment terms specified by RealVNC from time
    to time without set-off in respect of any liability of
    RealVNC.

9.2 Unless otherwise agreed with RealVNC, Subscription Fees (and
    any expenses or other sums) payable under this Agreement are
    due at the start of the Subscription and shall be paid online
    using a credit or debit card. Payment confirmation will be
    provided after payment has been taken).

9.3 In the event you have purchased a Subscription to the
    Software through a Reseller and the Reseller does not pay the
    Subscription Fees to RealVNC in accordance with this clause
    9, you will be liable to pay the Subscription Fees to RealVNC
    in full, notwithstanding any payment you may have made to the
    Reseller.

9.4 All Subscription Fees, expenses or other sums payable under
    this Agreement are exclusive of any applicable value added
    tax or other applicable taxes or duties for which you shall
    be additionally liable.

9.5 If any sum payable to RealVNC is not paid within 14 days
    after the due date, including any sums payable by a Reseller
    for your Subscription, RealVNC may suspend performance of its
    obligations and/or charge interest on a daily basis at the
    rate of 4% above the Bank of England's base rate from time to
    time in force, compounded quarterly, from the date for
    payment of that sum to the date of actual payment.

9.6 RealVNC shall be entitled to increase the Subscription Fees
    at any time upon thirty (30) days' prior written notice to
    you before the start of a new or renewed Subscription.


10. LIMITED WARRANTY

10.1 RealVNC warrants to you that the Software within your
     Subscription will perform substantially in accordance with
     any documentation provided for it for 90 days from the date
     of purchase of a Subscription (the “Warranty Period”).

10.2 You shall not benefit from the warranty set out in clause
     10.1 above if (a) you report a problem outside of the
     Warranty Period; and/or (b) if the failure of the Software
     is the result of accident, abuse, misapplication or
     inappropriate use of the Software or use with Devices not
     meeting the minimum hardware and software requirements
     specified on the Website.

10.3 Notwithstanding clause 10.1, you acknowledge that the
     Software may evolve over time and that functionality may be
     added or removed from time to time.

10.4 RealVNC does not warrant that your use of the Software will
     be uninterrupted or error-free, or that the Software and/or
     the information or results obtained by you through its use
     of the Software will meet your requirements. Subject to its
     obligations under Data Protection Legislation, RealVNC is
     not responsible for any delays, delivery failures, or any
     other loss or damage resulting from the transfer of Customer
     Data over communications networks and facilities, including
     the internet, and you acknowledge that the Software may be
     subject to limitations, delays, and other problems inherent
     in the use of such communications facilities.

10.5 In the event that a problem is reported in writing to
     RealVNC during the Warranty Period, your sole and exclusive
     remedy will be for RealVNC to either, at its sole
     discretion:

     a) replace the Software; or

     b) refund to you such an amount as is equal to the
     Subscription Fee.


11. INTELLECTUAL PROPERTY RIGHTS

11.1 All Intellectual Property Rights in and to the Software, the
     Services, and the Derived Data, shall belong to and remain
     vested in (or automatically upon creation shall vest in),
     RealVNC. Except for the license(s) granted to you in this
     Agreement, nothing in this Agreement grants you any rights
     to or in any Intellectual Property Rights in the Software or
     the Services.

11.2 Without prejudice to clause 11.1, to the extent that you or
     any Authorized User's use of the Software results in any
     modifications, adaptations, developments, or any derivative
     works of or to the Software or the Services
     (“Improvements”), then notwithstanding any rights or
     remedies of RealVNC under this Agreement, any and all
     Intellectual Property Rights in and to such Improvements
     shall immediately vest in and be owned by RealVNC.

11.3 RealVNC makes no representation or warranty as to the
     validity or enforceability of the Intellectual Property
     Rights in the Software.

11.4 RealVNC shall defend you against any third party claim that
     the use of the Software in accordance with this Agreement
     infringes any third party Intellectual Property Right and
     shall indemnify you for and against any amounts awarded
     against you in judgment or settlement of such claims,
     provided that (i) RealVNC is given prompt notice of such
     claim; (ii) you provide reasonable co-operation to RealVNC
     in the defense and settlement of such claim, at RealVNC’s
     expense; (iii) RealVNC is given sole authority to defend or
     settle the claim; and (iv) you make no admission of
     liability or fault itself or on behalf of RealVNC.

11.5 In the defense or settlement of any claim pursuant to clause
     11.4 above, RealVNC may at its sole option and expense
     either: (i) procure for you the right to continue using the
     Software in the manner contemplated by this Agreement; (ii)
     replace or modify the Software so that it becomes
     non-infringing; or (iii) terminate this Agreement
     immediately by providing written notice to you, without
     liability to you.

11.6 RealVNC shall not in any circumstances have any liability
     (including in respect of the indemnity provided under clause
     11.4) if the alleged infringement is based on: (i)
     modification of the Software by anyone other than RealVNC;
     or (ii) your or any Authorized User’s use of the Software
     otherwise than in accordance with this Agreement or in a
     manner contrary to the instructions given to you by RealVNC;
     or (iii) your or any Authorized User’s use of the Software
     after notice of the alleged or actual infringement from
     RealVNC or any appropriate authority; or (iv) use or
     combination of the Software with any other software or
     hardware, in circumstances where, but for such combination,
     no infringement would have occurred.

11.7 You shall defend RealVNC against all or any costs, claims,
     damages or expenses incurred by RealVNC in respect of any
     third party claim relating to the Customer’s or any
     Authorized User’s use of the Software otherwise than in
     accordance with this Agreement, provided that (i) you are
     given prompt notice of such claim; (ii) RealVNC provides
     reasonable co-operation to you in the defense and settlement
     of such claim, at your expense; and (iii) you are given sole
     authority to defend or settle the claim; and (iv) RealVNC
     makes no admission of liability or fault itself or on behalf
     of you.


12. LIMITATION ON LIABILITY

12.1 This clause 12 sets out the entire financial liability of
     RealVNC to you arising under this Agreement, including in
     respect of any use made by you or the Authorized Users of
     the Software and the Services.

12.2 Except as expressly and specifically provided in this
     agreement, you assume sole responsibility for any
     information or results obtained by Authorized Users from use
     of the software and services, and for conclusions drawn from
     such use. RealVNC shall have no liability for any damage
     caused by errors or omissions in any information or data, or
     any actions taken by RealVNC at your direction. no other
     party is entitled to rely on the output, information or
     results produced by you through your and the Authorized
     Users use of the software for any purpose.

12.3 Except as expressly and specifically provided in this
     Agreement, all warranties, representations, conditions, and
     all other terms of any kind whatsoever implied by statute or
     common law are, to the fullest extent permitted by
     applicable law, excluded from this Agreement. You
     acknowledge that the software, the services and any
     information provided by or on behalf of RealVNC are provided
     to you on an 'as is' basis.

12.4 Nothing in this Agreement excludes either party's liability
     for death or personal injury caused by its negligence, fraud
     or fraudulent misrepresentation or for any liabilities that
     cannot be excluded under applicable law.

12.5 Subject to clause 12.4, RealVNC shall not be liable for any
     consequential, indirect, special, incidental, punitive or
     exemplary damages, whether foreseeable or unforeseeable,
     including loss of profit, loss of business, loss of
     goodwill, loss of or corruption of data, loss caused or
     contributed to by any of your agents or Representatives,
     loss caused as a result of the Software being unavailable as
     a result of planned downtime for the Software, as notified
     to you from time to time, loss arising from any failure of
     your infrastructure and/or utilities, loss caused as a
     result of the Software being unavailable due to a Force
     Majeure Event, or loss caused by the failure or delay of any
     third party application or service or network.

12.6 Subject to the other provisions of this clause 12, RealVNC’s
     entire, aggregate liability to you whether in contract, tort
     (including negligence), for breach of statutory duty or
     otherwise arising out of or relating to this Agreement shall
     be limited to the total Subscription Fees paid by you during
     the twelve (12) months immediately preceding the date on
     which the claim arose.


13. CONFIDENTIALITY

13.1 Each party agrees to keep confidential and not use for any
     purpose other than the performance of its obligations under
     this Agreement, all Confidential Information of the other
     party.

13.2 Each party will only disclose or reveal any of the other
     party’s Confidential Information disclosed to it to:

     a) those of its personnel who are required in the course of
     their duties to receive it for the purpose for which it is
     supplied (provided that each party shall ensure that any
     such personnel to whom it discloses the other party's
     Confidential Information comply with this clause 13.2); and

     b) any court, governmental or administrative authority
     competent to require the same, or as required by any
     applicable law, regulation, or governmental or regulatory
     body which is lawfully entitled to require the disclosure
     (and in each such case, the  party shall, if legally
     permissible, notify the other party of the requirement as
     soon as reasonably practicable and use commercially
     reasonable endeavors to discuss with the other party and
     agree any possible limitations or restrictions on disclosure
     in advance to the extent permitted by law).

13.3 The provisions of clauses 13.1 and 13.2 shall not apply to
     information that:

     a) is or becomes generally available in the public domain
     otherwise than arising in connection with a breach of this
     clause by the recipient;

     b) is lawfully in the recipient's possession free of any
     restrictions as to its use or disclosure at the time of
     disclosure by the disclosing Party;

     c) is lawfully acquired from an independent third party who
     did not itself obtain it under an obligation of
     confidentiality; or

     d) is independently developed without access or reference to
     any information disclosed by the disclosing party.

13.4 You acknowledge that the Software, including the way in
     which data, information, works and materials are visualized
     when using, or are otherwise presented by, the Software and
     the results of any performance tests of the Software,
     constitute RealVNC's Confidential Information.

13.5 RealVNC acknowledges that the Customer Data is the
     Confidential Information of the Customer.

13.6 The provisions of this clause 13 shall survive termination
     or expiry of this Agreement, however arising.


14. CUSTOMER DATA AND DERIVED DATA

14.1 You shall own all right, title and interest in and to all
     the Customer Data and shall have sole responsibility for the
     legality, reliability, integrity, accuracy, and quality of
     the Customer Data.

14.2 You warrant and represent that you have the authority,
     including all necessary rights, licenses, and permissions,
     to upload and use, and to permit RealVNC to process, the
     Customer Data in accordance with this Agreement.

14.3 You hereby grant to RealVNC a worldwide, non-exclusive,
     irrevocable, royalty free license during the Term to process
     the Customer Data for the purpose of providing the Software
     and the Services. For the avoidance of doubt, RealVNC does
     not process Customer Data outside of the necessary
     processing specified in the Data Processing Addendum as may
     be updated from time to time at
     https://help.realvnc.com/hc/en-us/articles/5438412949405.

14.4 You authorize RealVNC to use the Customer Data to improve
     the performance and functionality of the Software to develop
     improvements, updates, upgrades, modifications, or
     derivative works thereof which shall constitute Improvements
     (as defined in clause 11.2).

14.5 RealVNC may track and analyze your and the Authorized Users'
     use of the Software for the purposes of security and to help
     RealVNC improve the Services, including the Software.

14.6 Each Party shall comply with its obligations under the Data
     Processing Addendum as may be updated from time to time at
     https://help.realvnc.com/hc/en-us/articles/5438412949405.
     The Data Processing Addendum is in addition to, and does not
     relieve, remove, or replace, the Parties' respective
     obligations or rights under the Data Protection Legislation.

14.7 The Customer shall indemnify and hold harmless RealVNC from
     and against all losses, damages, liabilities and claims,
     arising from or in relation to any third party claim that
     the processing and use of the Customer Data in accordance
     with this Agreement infringes or misappropriates any third
     party Intellectual Property Rights or breaches Data
     Protection Legislation.


15. AUDIT

15.1 RealVNC is entitled on reasonable notice from time to time
     to require you to permit or procure the permission for a
     duly authorized employee, agent or representative of RealVNC
     to audit the use of the Software, and to assess compliance
     with this Agreement, including for this purpose to access
     your premises and systems, and to take copies of records.

15.2 If any such audits reveal that you have underpaid RealVNC
     for your use of the Software, including exceeding the number
     of Authorized Users then, without prejudice to RealVNC's
     other rights, you shall pay to RealVNC, in accordance with
     clause 9.4, an amount equal to such underpayment as
     calculated in accordance with the Subscription Fees and
     RealVNC's reasonable costs of conducting such audit.


16. EXPORT CONTROL

    The United States and other countries control the export of
    Software and information. You are responsible for compliance
    with the laws of your local jurisdiction regarding the
    import, export or re-export of the Software, and agree to
    comply with such restrictions and not to export or re-export
    the Software where this is prohibited. By downloading the
    Software, you are agreeing that you are not a person or
    entity to which such export is prohibited.


17. TERM AND TERMINATION

17.1 This Agreement shall continue in force for the duration of
     your Subscription (and any subsequent renewal Subscription)
     unless terminated in accordance with this clause.

17.2 You may terminate your Subscription at any time by giving
     thirty (30) days' notice in writing to RealVNC. Termination
     of your Subscription and this Agreement by you or by RealVNC
     shall not entitle you to any refund for any unexpired
     portion of your Subscription period (as renewed or extended
     from time to time).

17.3 Without affecting any other right or remedy available to it,
     either party may terminate this Agreement with immediate
     effect by giving written notice to the other party if:

     a) the other party commits a material breach of any terms of
     this Agreement, which breach is irremediable or (if such
     breach is remediable) fails to remedy that breach within ten
     (10) business days after being notified in writing to do so;
     or

     b) the other party suspends, ceases, or threatens to suspend
     or cease carrying on its business or a substantial part
     thereof, or suffers an Insolvency Event.

17.4 On termination of this Agreement for any reason:

     a) all licenses granted under this Agreement shall
     immediately terminate;

     b) all Subscription Fees which are outstanding on the date
     of termination shall become immediately due and payable;

     c)  subject to the terms and conditions of this Agreement,
     each party shall return or destroy and make no further use
     of any Confidential Information, equipment, property and
     other items (and all copies of them) belonging to the other
     party, including in your case, the Software from all
     Customer Devices and any media on which the Software is
     stored within 5 days of termination of this Agreement and
     shall certify to RealVNC in writing that it has complied
     with this clause; and

     d) any rights, remedies, obligations or liabilities of the
     parties that have accrued up to the date of termination,
     including the right to claim damages in respect of any
     breach of this Agreement which existed at or before the date
     of termination shall not be affected or prejudiced.


18. GENERAL TERMS

18.1 This Agreement constitutes the entire agreement between the
     parties and supersedes and extinguishes all previous
     agreements, promises, assurances, warranties,
     representations, and understandings between them, whether
     written or oral, relating to its subject matter. For the
     avoidance of doubt, no additional terms and conditions that
     a party includes in or with a purchase order, purchase order
     acceptance, payment, course of dealing between the parties
     or otherwise, shall vary the terms and conditions set forth
     in this Agreement except as provided by clause 18.6.

18.2 The construction, validity and performance of this Agreement
     shall be governed in all respects by English law, and the
     parties agree to submit to the exclusive jurisdiction of the
     English courts.

18.3 Neither party is responsible for failing to fulfil its
     obligations (other than its payment obligations) under this
     Agreement due to causes beyond its reasonable control that
     directly or indirectly delay or prevent timely performance
     (“Force Majeure Event”). Any dates or times by which each
     party is required to render performance under this Agreement
     shall be postponed automatically to the extent that the
     party is delayed or prevented from meeting them by a Force
     Majeure Event. If the Force Majeure Event prevents, hinders,
     or delays the affected party’s performance of its
     obligations for a continuous period of more than 30 days,
     the affected party may terminate this Agreement by giving 30
     days’ written notice to the other party.

18.4 If any provision of this Agreement is found to be invalid by
     any court having competent jurisdiction, the invalidity of
     such provision shall not affect the validity of the
     remaining provisions of this Agreement, which shall remain
     in full force and effect.

18.5 Despite anything else contained in this Agreement, neither
     party will be liable for any delay in performing its
     obligations under this Agreement if that delay is caused by
     circumstances beyond its reasonable control (including,
     without limitation, any delay caused by an act or omission
     of the other party) and the party affected will be entitled
     to a reasonable extension of time for the performance of its
     obligations.

18.6 No variation of this Agreement shall be effective unless it
     is in writing and signed by the parties (or their authorized
     Representatives) or offered by RealVNC by means of a quote
     and accepted by you.

18.7 A person who is not a party to this Agreement shall not have
     any right to enforce any term of this Agreement under the
     Contracts (Rights of Third Parties) Act 1999.

18.8 This Agreement may be executed in any number of
     counterparts, each of which when executed shall constitute a
     duplicate original, but all the counterparts shall together
     constitute the one agreement.

18.9 You may not assign, subcontract, sublicense or otherwise
     transfer any of your rights or obligations under this
     Agreement. RealVNC may assign all or part of the benefits or
     all or part of its obligations under this Agreement to any
     affiliated company.


