PLEASE CAREFULLY READ ALL OF THE TERMS AND CONDITIONS OF THIS SOFTWARE END USER LICENSE AGREEMENT (EULA). BY YOU (LICENSEE) ACKNOWLEDGING ACCEPTANCE BELOW AND TAKING ANY STEPS TO INSTALL, LOAD, ACTIVATE OR USE THE SOFTWARE, YOU REPRESENT THAT YOU ARE AUTHORIZED AND/OR HAVE OBTAINED AUTHORIZATION TO ACCEPT THIS SOFTWARE END USER LICENSE AGREEMENT ON BEHALF OF YOURSELF AND THE ORGANIZATION THAT YOU REPRESENT, AS APPLICABLE. MOREOVER, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS SOFTWARE END USER LICENSE AGREEMENT. IF YOU DO NOT AGREE WITH ALL THE TERMS AND CONDITIONS OF THIS EULA, YOU ARE NOT PERMITTED TO INSTALL, LOAD, ACTIVATE OR USE THIS SOFTWARE.

As used in this Agreement the term "Licensed Program" shall mean Licensor's NetAgility™ software programs, inclusive of the router and management portal software, in whatever form provided (whether as floppy or hard disks, internet download, CD ROM, cartridges, semiconductor chips or otherwise) or however designated (whether as firmware, microcode or otherwise) and includes all changes, additions, revisions, replacements, manuals and documentation which may be provided by Licensor.

In consideration of the right to download and use the Licensed Program, Licensor hereby grants to Licensee a limited, non-exclusive, and non-transferable (except as otherwise expressly permitted under this Agreement or by an authorized representative of Licensor) license to use Licensed Program. Licenses hereunder are not a sale of the software or any rights thereto and convey no right or interest to Buyer or the licensee other than a right to use the software as provided herein

The term of the license grant shall commence as of the date of delivery of the Licensed Program to Licensee and Licensee's acceptance of the terms of this License. The term of this license shall continue indefinitely except that the license will automatically terminate upon Licensee's breach of any of the provisions of this Agreement with or without notice from Licensor. Upon termination, Licensee must immediately uninstall the Licensed Program. Additionally, the router will cease to accept policy updates from the portal management tool.

The Licensed Program, including all title, copyright and other rights thereto, is owned by and shall remain the property of Licensor and its licensors, as applicable, and be subject to this Agreement. Licensee agrees that it will use the Licensed Program only as authorized herein, that it will not copy (except as authorized below), modify, create derivative works of, decompile, disassemble, translate or reverse engineer the Licensed Program. Licensee further agrees that it will retain and comply with all proprietary and copyright notices of Licensor and its licensors in the Licensed Program.

The Licensed Program incorporates various open source software packages that are distributed under license terms as described at: http://www.viasat.com/FOSS-Usage. Licensee agrees that it will abide by the terms of such Third Party licenses.

The Licensed Program is protected by copyright and other intellectual property laws and by international treaties. Licensee acknowledges that the Licensed Program contains valuable proprietary information and trade secrets of Licensor and its licensors and that unauthorized dissemination or use of the Licensed Program will cause irreparable harm and that Licensor shall be entitled to injunctive relief in addition to all other available remedies. Licensee shall not claim or register, or attempt to claim, register or cause to be registered in any jurisdiction of the world, any right, title or interest in and to any intellectual property embodied in the Licensed Program and any modifications, improvements or derivations thereto or thereof. Licensee shall not have or acquire by the execution of this Agreement or by performance hereunder, or otherwise, any vested or proprietary right with respect to the Licensed Program.

Licensee may not copy the Licensed Program other than the mere installation process of installing the Licensed Program onto Licensee's device(s). Licensee may install the Licensed Program on a different computer/device during the term of this Agreement provided that the quantity of installed Licensed Programs at any given time does not exceed the quantity of purchased Licensed Programs. Each time the Licensed Program is installed, acknowledgement of the acceptance of the terms of this License is an embedded requirement.

Licensee does not have the right to edit, change, format, enhance or otherwise modify the Licensed Program or to merge the Licensed Program or any portion thereof with other software programs to form an updated or derivative work.

If Licensee is a unit or agency of the U.S. Government, the Licensed Program is provided as proprietary, trade secret, commercial computer software and documentation developed at private expense and its use, duplication or disclosure is restricted to the terms and conditions of this Agreement under applicable government regulations, including FAR 12.212 or DFAR 227.7202-3. The Licensed Program is provided as proprietary commercial computer software, and any documentation is provided as proprietary commercial computer software documentation developed at private expense. The Licensed Program and related documentation is provided for use by and on behalf of the U.S. Government with only those rights as are granted to all other end users pursuant to the terms and conditions herein, consistent with FAR 12.212 or DFARS 227.7202-3, as applicable. A U.S. Government Licensee may, with prior written consent of Licensor, transfer and deliver the Licensed Program to an agency of another government provided, (i) such transferee agrees to conform to the requirements of this License Agreement and (ii) the U.S. Government Licensee complies with all applicable laws and regulations regarding the export of the Licensed Program. The obligations of a U.S. Government Licensee under this Agreement shall survive any transfer of the Licensed Program made pursuant to this paragraph 9. Disputes between the Licensor and the U.S. Government relating to this Agreement shall be governed in accordance with applicable U.S. Government regulations, including FAR 52.212-4(d), FAR 33.215 and FAR 52.233-1. This use by or for the U.S. Government clause is in lieu of, and supersedes, any other FAR, DFARS, or other provision that addresses U.S. Government rights in the Licensed Program or documentation covered by this license. Any provisions of this license which are deemed by the U.S. Government to be unenforceable by regulation or which otherwise fail to satisfy its needs shall be communicated to Licensor upon identification, and suitable rights shall be negotiated between the parties and included in the applicable contract vehicle. In the event of a conflict, the order of precedence at FAR 52.212-4(s) will apply.

Licensee shall not sublicense, assign, or transfer the Licensed Program or any right or obligation granted hereunder, without prior written consent of Licensor, except that Licensee may assign or transfer this Agreement to another party (Assignee) provided that Licensee transfers the Licensed Program and all accompanying printed materials to the Assignee, and provided that the Assignee assumes all of Licensee's obligations hereunder. Any assignment in violation of the foregoing shall be void and of no effect. Licensor may assign this Agreement without limitation. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

The Licensor shall defend the Licensee against any claim, suit or proceeding (“suit”) brought against the Licensee so far as based on a claim that the Licensed Program furnished hereunder and used in accordance with the Licensor’s specifications infringes any patent (except a patent issued upon an application that is now or may hereafter be withheld from issue pursuant to a Secrecy Order under 35 U.S.C. 181) or copyright of the United States, if notified promptly in writing and given the right of full participation in, authority, information and assistance for the defense or settlement of the same, at the Licensor's reasonable expense. The Licensor shall pay all damages and costs awarded therein against the Licensee, but the Licensor shall not be responsible for any cost, expense or compromise made without the consent of the Licensor. In the event the Licensed Program is in such suit held to constitute infringement and the use thereof is enjoined or in the event of institution of a suit or notification of the reasonable possibility thereof, the Licensor shall, at its own expense, at its option, either procure for the Licensee the right to continue using said Licensed Program or replace the same with a non-infringing product, or modify said Licensed Program so that it becomes non-infringing, or remove said Licensed Program. The foregoing states the entire liability of the Licensor and the exclusive remedy of the Licensee with respect to any alleged patent, copyright or other infringement by the Licensed Program provided hereunder. Notwithstanding anything to the contrary herein, the foregoing shall not apply and Licensor shall have no obligation or liability to Licensee for infringement based on: (i) any change or modification made by Licensee or others after delivery of the Licensed Program; (ii) the use or combination of the Licensed Program with other hardware or software products, if infringement would have been avoided without such combination; (iii) the use of the Licensed Program in any manner for which the Licensed Program were not designed; or (iv) a non-current release or version of the Licensed Program if infringement would have been avoided by use of such current Licensed Program.

LICENSOR PROVIDES THE LICENSED PROGRAM "AS IS" WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WHETHER WRITTEN OR ORAL, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR BASED ON ANY SAMPLE OR MODEL. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PROGRAM IS WITH LICENSEE AND/OR OTHER PARTIES. SHOULD THE PROGRAM PROVE DEFECTIVE, LICENSEE AND/OR OTHER PARTIES ASSUME THE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. LICENSEE MAY REPORT PROBLEMS AT NETAGILITY.SUPPORT@VIASAT.COM. LICENSOR MAY, AT ITS DISCRETION, MAKE AVAILABLE FIXES AND PATCHES TO REMEDY ANY DEFECTS IN THE SOFTWARE.

In no event will Licensor or its Licensors be liable to Licensee or Other Parties for any damages whatsoever, including, but not limited to, any general, punitive, exemplary, special, indirect, incidental or consequential damages (including but not limited to lost profits, revenue, good will or loss or use of data) or any costs of substitute licensed programming arising out of Licensee's installation and/or use or inability to use the Licensed Program, whether such claim is based on breach of warranty, contract, tort (including negligence), strict liability or under any other legal theory and regardless of the cause of such loss or damage. The essential purpose of this provision is to limit Licensor's liability under or arising out of this Agreement, it being acknowledged and agreed by Licensee that this limitation is essential consideration to Licensor for providing the Licensed Program hereunder.

Licensee hereby gives written assurance to Licensor that it will not ship, export, transfer, or release, directly or indirectly: (1) the Licensed Program; (2) any written information or information contained on any physical media provided by Licensor to Licensee related to the Licensed Program; or (3) the direct product of any of the above ("Deliverables"), without first obtaining any required U.S. government licenses and approvals. Licensee furthermore agrees not to ship, export, transfer, or release Deliverables to any country or entity prohibited or restricted by the U.S. export and sanction laws and regulations including, but not limited to the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce. Licensee further assures Licensor that no Deliverables received from Licensor will be directly employed or shipped, exported, transferred, or released to any end-user engaged in prohibited activities, or for any end-use, related to the design, development, production, or use of weapons of mass destruction including nuclear, chemical, or biological weapons, and/or the missile technology to deliver them. This paragraph 14 shall survive the expiration or termination of this Agreement.

THIS AGREEMENT CONSTITUTES THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN LICENSOR AND LICENSEE, AND SUPERSEDES ALL ORAL OR WRITTEN PROPOSALS, PRIOR AGREEMENTS AND OTHER PRIOR COMMUNICATIONS BETWEEN THE PARTIES CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, IF ANY.

This Agreement shall be construed in accordance with its English language version and all disputes relating in any way to this Agreement shall be governed in accordance with the laws of the State of California, without regard to its conflict of laws provisions. The International Sale of Goods convention shall not apply to this Agreement. No representation or promise relating to and no amendment of this Agreement shall be binding unless it is in writing and signed by both parties. Neither party shall be liable for any failure to perform due to causes beyond its reasonable control. No waiver by a party of any breach of that or any other provision of this Agreement shall constitute a waiver of any other breach of that or any other provision contained in this Agreement. If any provision of this Agreement is held to be unenforceable, this Agreement shall be construed without such provision. All provisions in this Agreement which by their language, context or nature are intended to survive, such as without limitation, proprietary rights, indemnification, and limitation of liability, shall survive any termination of this Agreement. This Agreement does not give to any third person, except Licensor's licensors, any benefit, right or remedy. Licensee shall be responsible for and pay any and all taxes, export/import customs fees, duties, excise or other charges of whatever nature as are now or may hereafter be imposed upon or levied in connection with the sale, license, use, possession, exportation, importation or servicing of the Licensed Program (except for taxes imposed upon the net income of Licensor) and any such taxes, fees, duties, charges, etc. imposed upon Licensor shall be promptly reimbursed to Licensor by Licensee upon demand. The use of the singular and plural shall each be deemed to include the other as indicated by the context.