WORKSPOT, INC.

IMPORTANT – READ CAREFULLY: YOU ARE ABOUT TO DOWNLOAD OR INSTALL A PROPRIETARY SOFTWARE PROGRAM (TOGETHER WITH THE CONTENT INCORPORATED THEREIN, THE “SOFTWARE”) OF WORKSPOT, INC. (“WORKSPOT”) THAT WILL ENABLE YOU TO USE WORKSPOT’S CLIENT APPLICATION FOR MOBILE DEVICES CALLED “Workspot CLIENT” AND MAY ENABLE YOU TO USE WORKSPOT’S HOSTED, WEB-BASED, APPLICATION CALLED “WORKSPOT CONTROL” (THE “SERVICES”). BY CLICKING THE “I AGREE” BUTTON, YOU CERTIFY THAT YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE FOLLOWING TERMS THAT DEFINE AND LIMIT THE SCOPE OF YOUR PERMITTED USE OF THE SOFTWARE (THIS “AGREEMENT”). IF YOU DO NOT AGREE TO THE FOLLOWING TERMS OF THIS AGREEMENT, CLICK THE “I DO NOT AGREE” BUTTON, WHICH WILL TERMINATE THE DOWNLOAD OR INSTALLATION PROCESS.

1. LICENSE. Workspot grants you a non-exclusive, non-sublicensable, revocable and non-transferable license to use the Software in connection with accessing and using Workspot’s Services during the term of the applicable Subscription Agreement between Workspot and the Workspot customer on whose behalf you are authorized to access the Services (the “Master Alpha Subscription Agreement”).

2. LIMITATIONS. You are not authorized, and you agree that you will not, use the Software except for the purpose of accessing and using the Services during the term of the Subscription Agreement. You agree not to remove, disable, obscure or circumvent any proprietary notices incorporated in the Software. You shall not copy the Software or any part thereof for any purpose. You agree not to assign or transfer this Agreement or any rights granted hereunder to any other person. You agree not to sublicense, rent, lease, sell, distribute or otherwise transfer or make available the Software or any part thereof to another person. You shall not reverse assemble (or disassemble), reverse compile (decompile), or reverse engineer the Software or otherwise attempt to discover any source code or other proprietary information relating to the Software or the Services and you shall not modify or prepare any derivative works based on the Software or any part thereof, nor permit any third party to do so.

3. OWNERSHIP. The Software and the content available through the Services are protected by copyright laws and international treaties and other intellectual property rights. The Software is licensed, not sold, and title to the Software and all associated intellectual property rights is retained by Workspot. No right, title or interest in or to any trademark or trade name of Workspot is granted under this Agreement. All rights not expressly granted are reserved by Workspot.

4. NO WARRANTY; NO SUPPORT. WORKSPOT does not provide you any warranty or support with respect to the Software under this Agreement, subject to any warranty and support obligations of WORKSPOT expressly set forth in the Subscription Agreement. ALL USE OF THE SOFTWARE BY YOU IS AT YOUR SOLE RISK, SUBJECT TO ANY APPLICABLE TERMS OF THE SUBSCRIPTION AGREEMENT. THE SOFTWARE IS LICENSED ON AN AS-IS BASIS WITH ALL FAULTS AND WORKSPOT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE SOFTWARE, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, ACCURACY, OR THE PRESENCE OF ABSENCE OF ERRORS, WHETHER OR NOT DISCOVERABLE, IN EACH CASE, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WORKSPOT DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE SOFTWARE WILL BE COMPATIBLE WITH THIRD PARTY SOFTWARE OR MATERIALS.

5. LIMITATION OF LIABILITY. IN NO EVENT WILL WORKSPOT BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF WORKSPOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WORKSPOT’S LIABILITY TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNT OF FEES PAID BY YOU TO WORKSPOT FOR USE OF THE SERVICES WITHIN THE TWELVE (12) MONTH PERIOD PRIOR TO THE INCIDENT.

6. TERM; TERMINATION. This Agreement is effective from the day on which you begin using the Software and expires upon any termination or expiration of the Subscription Agreement; provided that Sections 2, 3, 4, 5, 7, 8 and 9 and this Section 6 survive such expiration and any termination of this Agreement. You may terminate this Agreement at any time by destroying all copies of the Software. This Agreement will terminate immediately without notice from Workspot if you fail to comply with any provision of this Agreement. Upon termination of this Agreement, you must cease all use of the Software and the Hosted Service and destroy all copies of the Software.

7. EXPORT REGULATIONS. All Software and technical data delivered under this Agreement are subject to US export control laws and may be subject to export or import regulations in other countries. You agree and warrant that you shall comply strictly with all such laws and regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export, or import as may be required after delivery to you.

9. SEVERABILITY. If any provision of this Agreement is invalid or unenforceable under applicable law, it shall not affect the validity or enforceability of the remainder of the terms of this Agreement, and without further action by the parties to this Agreement, such provision shall be reformed to the minimum extent necessary to make such provision valid and enforceable.
10. GOVERNING LAW/FORUM. This Agreement and any claims related thereto shall be governed exclusively by the internal laws of the State of Delaware, without regard to its conflicts of laws rules and all disputes hereunder shall be subject to the exclusive jurisdiction of the state or federal courts located in the State of Delaware.

11. CONSENT TO USE OF DATA. You agree that Workspot may collect and use your data and other information relating to you, including technical information about the device on which the Software is installed, that is gathered periodically to, among other things, facilitate the provision of software updates, product support and other services to you (if any) related to the Services. Workspot may use this information to improve its products or to provide services or technologies to you.

12. SERVICES; THIRD PARTY MATERIALS. The Services may enable access to Workspot’s and third party services and web sites, use of which may require that you have Internet access and that you accept additional terms of service.

The information contained in this web site is subject to change without notice.