IMPORTANT – READ BEFORE OPERATING OR INSTALLING THE MULTI-TECH PRODUCT OR
SOFTWARE

MULTI-TECH SYSTEMS, INC. END USER LICENSE AGREEMENT PLEASE READ THIS END USER
LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THE MULTI-TECH PRODUCT,
INSTALLING OR ACCESSING THE SOFTWARE, OR DOWNLOADING ANY SOFTWARE UPDATES FOR
USE WITH THE MULTI-TECH PRODUCT. BY USING THE MULTI-TECH PRODUCT, INSTALLING OR
ACCESSING THE SOFTWARE OR DOWNLOADING SOFTWARE UPDATES FOR THE MULTI-TECH
PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE
TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE MULTI-TECH PRODUCT, INSTALL OR
ACCESS THE SOFTWARE, OR DOWNLOAD THE SOFTWARE UPDATES. INSTEAD, PLEASE CONTACT
MULTI-TECH’S CUSTOMER SERVICE DEPARTMENT AT customerservice@multitech.com. 

MULTITECH SOFTWARE LICENSE AGREEMENT This Software License Agreement
("Agreement") is entered into by and between Multi-Tech Systems, Inc.
("MultiTech") and the business entity identified as the customer below
("Customer"). For purposes of this Agreement, “Software” means the software
modules provided by MultiTech to Customer as more specifically identified below.
Software may be provided in binary, object code, or source code formats, and
includes any updates or upgrades to or new version of the original software, if
and when made available to Customer by MultiTech.

1. LICENSE GRANT. Subject to the terms of this Agreement, MultiTech grants to
Customer, during the Term, a worldwide, revocable, non-exclusive,
non-transferable, non-sublicensable, royalty-free limited license to: (a) use
and reproduce the Software, and modify the Software modules for which source
code is provided, solely in conjunction with MultiTech’s products; (b)
reproduce, have reproduced, display, perform, transmit, license and distribute
the Software in binary or executable form, solely as incorporated or embedded
into MultiTech’s products. Use of the Software in conjunction with any product
other than MultiTech’s products is strictly prohibited. In no event may Customer
(i) distribute, license or sell the Software or any modifications thereof as a
standalone product; (ii) decrypt, disassemble, reverse assemble or reverse
compile the Software, except to the extent such restrictions are prohibited by
applicable law; and/or (iii) distribute the source code of the Software and/or
modifications thereof.

2. RESTRICTIONS ON USE. Customer acknowledges that the Software and the
structure, organization, and source code thereof constitute valuable trade
secrets of MultiTech. Accordingly, except as expressly permitted in Section 1 or
as otherwise authorized by MultiTech in writing, Customer will not, directly or
indirectly: (a) modify, adapt, alter, translate, or create derivative works from
the Software; (b) sublicense, lease, rent, loan, sell, distribute, make
available or otherwise transfer the Software to any third party; (c) reverse
engineer, decompile, disassemble, or otherwise attempt to derive the source code
for the Software; or (d) otherwise use or copy the Software except as expressly
allowed under Section 1 above. Customer may not disclose to third parties or
through publication the results of performance/benchmark tests run on the
Software without the prior written consent of MultiTech.

3. OWNERSHIP. As between the parties, the Software and all modifications and
improvements to the Software, and all worldwide intellectual property rights and
proprietary rights relating thereto or embodied therein, are the exclusive
property of MultiTech and its suppliers. MultiTech and its suppliers reserve all
rights in and to the Software not expressly granted to Customer in Section 1,
and no other licenses or rights are granted by implication, estoppel or
otherwise.

4. TERM AND TERMINATION. This Agreement is effective upon acceptance by Customer
and shall continue until terminated by MultiTech for any reason whatsoever upon
thirty (30) days’ notice. Customer may terminate this Agreement at any time by
destroying the Software and notifying MultiTech at: sales@multitech.com. If
Customer breaches any provision of this Agreement, this Agreement will
automatically terminate. Upon the termination of this Agreement, the license
granted to Customer will terminate. The provisions of Sections 2, 3, 4, 5, 6, 7,
8, and 9 shall survive termination or expiration of this Agreement for any
reason.

5. CONFIDENTIALITY. MultiTech may disclose certain information regarding the
business of MultiTech and its suppliers, including the Software and technical,
marketing, financial, employee, planning, and other confidential or proprietary
information of MultiTech or its suppliers ("Confidential Information"). Any
information that Customer knew or should have known, under the circumstances,
was considered confidential or proprietary by MultiTech will be considered
Confidential Information. Customer agrees (a) not to disclose Confidential
information to any persons outside its organization, except to its consultants
or agents who agree in writing to protect such Confidential information as
required herein; and (b) to use the Confidential information only for the
purpose of evaluating the Software.

6. DISCLAIMER. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER'S USE OF THE
SOFTWARE IS ENTIRELY AT ITS OWN RISK AND THE SOFTWARE PROVIDED BY MULTITECH TO
CUSTOMER IS PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND WHATSOEVER.
MULTITECH, ON BEHALF OF ITSELF AND ITS SUPPLIERS, HEREBY EXPRESSLY DISCLAIMS ALL
WARRANTIES WITH REGARD TO THE SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND
ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. TO THE
EXTENT THAT, AS A MATTER OF APPLICABLE LAW, ANY IMPLIED OR STATUTORY  WARRANTY
MAY NOT BE DISCLAIMED, THE DURATION AND SCOPE OF SUCH WARRANTY SHALL BE THE
MINIMUM PERMISSIBLE UNDER SUCH APPLICABLE LAW.

7. LIMITATION OF LIABILITY. IN NO EVENT WILL MULTITECH BE LIABLE FOR ANY
CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES,
INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THE
SOFTWARE OR THIS AGREEMENT, EVEN IF MULTITECH HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. MULTITECH’S TOTAL CUMULATIVE LIABILITY IN
CONNECTION WITH THIS AGREEMENT AND THE SOFTWARE, WHETHER IN CONTRACT OR TORT OR
OTHERWISE, WILL NOT EXCEED $50. CUSTOMER ACKNOWLEDGES THAT THIS PROVISION
REFLECTS THE AGREED UPON ALLOCATION OF RISK FOR THIS AGREEMENT AND THAT
MULTITECH WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS
LIABILITY.

8. COMPLIANCE WITH LAWS. Customer shall comply with all laws, regulations,
rules, ordinances and orders applicable to its use of the Software. Without
limiting the foregoing, Customer shall comply with the relevant export
administration and control laws and regulations, as may be amended from time to
time, including, without limitation, the United States Export Administration
Act, to ensure that the Software is not shipped, transferred or exported
(directly or indirectly) in violation of U.S. law.

9. MISCELLANEOUS. Customer may not assign or delegate, directly or indirectly,
by operation of law or otherwise, this Agreement or any of its rights or
obligations under this Agreement (including the license rights granted to
Customer to the Software) to any third party. Any attempted assignment or
transfer in violation of the foregoing will be null and void and of no effect.
This Agreement will be subject to and governed by the laws of the State of
Minnesota and the United States of America without regard for its conflicts of
law principles that would require application of the laws of a different state
or country. The federal and state courts for Minneapolis, MN shall have
jurisdiction over any disputes, claims or controversies arising out of or
relating to this Agreement, and Customer hereby consents the jurisdiction of
such courts over any such dispute, claim or controversy. All modifications,
waivers and amendments must be in writing and signed by both parties. Any waiver
or failure to enforce any provision of this Agreement on one occasion will not
be deemed a waiver of any other provision or of such provision on any other
occasion. If any provision of this Agreement is held by a court of competent
jurisdiction to be unenforceable for any reason, the remaining provisions hereof
shall be unaffected and continue in full force and effect. This Agreement
constitutes the entire agreement between the parties regarding the subject
hereof and supersedes all prior or contemporaneous agreements, understandings
and communications, whether written or oral.

   Multi-Tech Systems, Inc.  2205 Woodale Drive Mounds View, Minnesota 55112
   customerservice@multitech.com  20130910
