End-User License Agreement - NetMotion Software Inc - Police and Fire Laptop Connectivity

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herein. 5.2. Evaluation License. If you have received an Evaluation License, your license to such version of the Software will terminate the date the Evaluation License times out or expires. 5.3 Subscription License. If you have received a Subscription License or a Subscription Hosted License, your subscription to the Software will automatically terminate at the end of the Subscription Term unless you have renewed the subscription before the expiration of the Subscription Term. With respect to the Subscription Hosted License, upon termination or expiration of the Subscription Term, NetMotion reserves the right to deny you access to the NetMotion Host Services and to withhold, remove and/or discard, delete or destroy any content stored on the host server without notice to you. 5.4. Termination. If you violate any term of this EULA, including, but not limited to, by not making payment in accordance with the invoice, NetMotion may terminate the license and rights granted hereunder and this EULA without waiving any other rights. 5.5. Effect of Termination. If your license terminates or is terminated for any reason, this EULA automatically terminates and you must immediately cease using and destroy all copies of the Software and other confidential information, if any, of NetMotion or its licensors, and, on request of NetMotion, certify said destruction. All amounts paid by you to NetMotion or its authorized Resellers prior to termination shall be non-refundable. No termination of this Agreement shall in any way affect the rights, duties or obligations of either you or NetMotion which have accrued prior to the date of such termination. 6. SAFEGUARDS/AUDIT RIGHTS. You agree to: (i) implement internal safeguards to prevent any unauthorized copying, distribution, or use of the Software; (ii) provide NetMotion written certification of the number of copies of the Software installed or used on request, and (iii) to allow NetMotion to audit your premises and systems for compliance with this EULA during regular business hours. NetMotion will pay for the cost of the audit unless the audit shows a discrepancy in the number of copies of the Software used over the licenses you have acquired, in which event, you shall pay for the cost of the audit. 7. EXPORT LAWS; FOREIGN CORRUPT PRACTICES. You acknowledge that the Software is of U.S. origin. You agree to comply with all applicable international and national laws that apply to the Software, including the US Export Administration Regulations (15 CFR, Parts 730-774), as well as end - user, end -use and destination restrictions issued by U.S. and other governments. The Software contains encryption and cannot be exported outside the United States or Canada without a U.S. Commerce Department export license or applicable license exception. You agree that you will not directly or indirectly export, re-export or import the Software (or portions thereof) other than to Canada, without first obtaining an export license or determining that a license exception is authorized and applicable and notifying NetMotion in writing of such export. You further agree that you will avoid any activity that violates U.S. or local laws, including the U.S. Foreign Corrupt Practices Act. 8. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software is commercial computer software and documentation developed exclusively at private expense, and in all respects is proprietary data belonging solely to NetMotion. If the Software is acquired by or on behalf of agencies or units of the Department of Defense (DoD), then, pursuant to DoD FAR Supplement Sections 227.7201 through 227.7202 and its successors (48 C.F.R. 227.7201-227.7202) the Government's right to use, reproduce or disclose the Software is subject to the restrictions of this EULA. If the Software is acquired by or on behalf of civilian agencies of the United States Government, then, pursuant to FAR Sections 2.101 and 12.212 and its successors (48 C.F.R. 2.101 and 48 C.F.R. 12.212), the Government's right to use, reproduce or disclose the Software is subject to the restrictions of this EULA. 9. GOVERNING LAW AND ATTORNEYS' FEES. Without regard to the conflict of laws rules, this EULA is governed by the laws of the State of Washington, USA, and specifically excludes the United Nations Convention on Contracts for the International Sale of Goods. In any action or suit to enforce any