NComputing vSpace EULA

End User License Agreement for NComputing vSpace™

This End-User License Agreement (EULA) is a binding agreement between NComputing, Inc. and you. Please read this entire EULA. The terms and conditions set forth in this EULA apply to the NComputing software named above (hereinafter referred to as “Software”) and include the media on which you received it, if any, as well as any NComputing access device or device running NComputing vSpace Client (hereinafter collectively referred to as “Licensed Device”). This EULA supersedes all other licensing terms for the Software and Licensed Devices. Updates to the Software and/or Licensed Devices supplied by NComputing through Internet-based services or other means are also subject to this EULA, unless other terms accompany those updates.

By installing or using the Software and/or Licensed Devices, you accept the terms and conditions in this EULA. If you do not accept them, do not install or use the Software and/or Licensed Devices. Using the Software and/or Licensed Devices also operates as your consent to the transmission, collection, and holding of certain computer information for validation and activation of software, and for Internet-based services. Using the Software and/or Licensed Devices also gives NComputing or its authorized resellers the right to contact you. If you comply with the terms and conditions set forth in this EULA, you have the rights below for each license you acquire.

1. OVERVIEW. The following definitions will be used throughout this EULA:

a. Software. The NComputing vSpace desktop virtualization software.

b. Licensed Device. A genuine NComputing access device or device running vSpace Client software. c. Licensed Computer. A physical or virtual machine running a licensed operating system on which the Software is installed that hosts one or more user sessions to which one or more Licensed Devices connect. The Software is licensed on both a per Licensed Device and per Licensed Computer basis. The Licensed Device connected to a user session is not equivalent to a personal computer and is not compatible with all personal computer applications including software and/or peripherals. Licensed Devices cannot be operated as independent computers; they must be connected to a host computer. Since the Licensed Devices share the Licensed Computer’s resources, the Licensed Device’s performance may decrease if the Licensed Computer’s processor(s) or other resources become overloaded as more Licensed Devices are attached to the Licensed Computer or by users running resource intensive applications.

2. INSTALLATION AND USE RIGHTS. Subject to the terms and conditions set forth in this EULA and conditional upon your compliance therewith, NComputing grants to you a limited, non-exclusive license to use the Software on a Licensed Computer with a Licensed Device. To use the Software under a license, you must assign that license to a Licensed Computer to which you have network connected your Licensed Device. You assign the Software to the Licensed Computer via the NComputing registration process.

a. Installation of Software on Licensed Computer. You may install one copy of the Software on one Licensed Computer. You may then connect up to the maximum number of supported Licensed Devices defined for this license type to this Licensed Computer. Except as provided in the Storage and Host Computer Upgrade sections below, you may not use the Software on any other computer.

b. Connection of Licensed Devices. You may network connect the Licensed Devices to the Licensed Computer.

c. Microsoft Windows Licenses. You are licensed by NComputing to use the vSpace Software under the terms of the EULA. You must also acquire the appropriate number of Windows Server licenses and Client Access Licenses for each device or user accessing Windows Server software. You cannot use the vSpace Software with Windows Client software (i.e., Windows Vista, Windows 7) unless a single user and no other user accesses the same Windows Client software at any one time, or you are authorized to do so under an applicable license from Microsoft or as expressly set forth below (see “Microsoft Windows Server to Windows XP License Rights”). In all cases, your rights and obligations with respect to the use of vSpace Software with Windows Server software and Windows Client software are defined by both the NComputing vSpace Software EULA and the applicable Microsoft Software License Agreement or EULA.

3. ADDITIONAL LICENSING REQUIREMENTS AND/OR USE RIGHTS.

a. Storage. You may store one copy of the Software on a storage device, such as a network server. You may use that copy to install the Software on any other computer to which a license has been assigned.

b. Host Computer Upgrade. You may reassign the Software license from a Licensed Computer to a new or upgraded computer provided that you first uninstall the Software from the original Licensed Computer. You may then install the Software in the new computer and then assign the Software license to the new computer via the NComputing registration process. You may reassign the Software license in this manner no more than two (2) times.

c. Microsoft Windows Server to Windows XP License Rights. If you have licensed the appropriate number of Windows Server operating system and associated Client Access Licenses for simultaneous access by multiple users to the Licensed Computer, you may install and run the Software on a separately licensed Windows XP Client operating system for simultaneous access by multiple users in lieu of the Windows Server operating system. You may only install and use either the Windows Server operating system software or the Windows XP Client operating system software but not both. This paragraph provides supplemental rights to, and does not limit your existing rights and obligations under, applicable Microsoft Software License Agreements or EULAs. Microsoft does not provide any support for the Software or for the Windows XP Client operating system in this configuration; you should seek support from NComputing for issues relating to the Software and its use with the Windows XP Client operating system.

4. REGISTRATION AND VALIDATION.

a. NComputing requires the Software to be registered and validated. Validation of your copy of the Software in the manner described during its install and setup sequence is required; otherwise, the license rights granted under this EULA are limited to the first thirty (30) days after you first install the Software. You may register and validate the Software through the use of the Internet (online) or through e-mail (offline).

b. The Software may from time to time require re-validation. Validation verifies that the Software has been activated and is properly licensed. Validation also permits you to use certain features of the Software or to obtain additional benefits.

c. During registration and during a validation check, the Software will send information about the Software, the Licensed Computer and Licensed Devices to NComputing. This information includes, but is not limited to, the version and product key of the Software, the Internet protocol address of the Licensed Computer, and other information entered by the end user. For additional information on registration and validation please visit our knowledge base at www.ncomputing.com

d. If, after a validation check, the Software is found not to be properly licensed, the functionality of the Software may be affected. For example, you may

§ need to reactivate the Software, or § receive reminders to obtain a properly licensed copy of the Software,

or you may not be able to

§ use or continue to use some or all of the features of the Software, or § obtain certain updates or upgrades from NComputing.

5. SOFTWARE UPDATES AND INTERNET-BASED SERVICES. NComputing makes use of Internet-based services in the Software for updates, notifications and other purposes; and may change them at any time. a. Updates. From time to time, NComputing may, at its own discretion, create updates and/or patches (hereinafter collectively referred to as “Updates”) to the Software. Updates may include support for and compatibility with operating system updates or service packs, bug fixes, and incremental improvements. b. If available, you may obtain NComputing Software Updates at no additional charge within one (1) year after the date of your purchase of the Software license, provided that you have properly registered the Software and Licensed Devices. c. After one year from the date of purchase, NComputing may make further updates available to you for a paid Software Maintenance fee. d. You may only obtain updates or upgrades for the Software from NComputing or its authorized sources. e. Updates are provided “as is” and do not include any warranties of any kind. f. New Software. Updates do NOT include major feature additions, support for previously unsupported operating systems, or support for new hardware products -such items constitute new software for which upgrade options may or may not be made available. g. The Software is designed to be compatible with currently supported operating systems and personal computer hardware. Notwithstanding the foregoing, NComputing does not warrant and/or represent that the Software will be compatible with any operating systems, applications, hardware or software, or any updates or upgrades thereto. If you upgrade your operating system, applications, hardware or software, NComputing will not be liable for any problems that may occur as a result of an incompatibility between the Software and any such upgraded product.

Misuse of Internet-based Services. You may not use these services in any way that could harm them or impair anyone else's use of them. You may not use the services to try to gain unauthorized access to any service, data, account or network by any means.

6. SCOPE OF LICENSE. The Software is licensed, not sold. This EULA only gives you some rights to use the Software. NComputing reserves all other rights. The rights granted to you under this EULA are conditional upon your compliance with the terms and conditions set forth herein. Unless applicable law gives you more rights despite the limitations in this EULA, you may use the Software only as expressly permitted in this EULA. In doing so, you must comply with any technical limitations in the Software that only allow you to use it in certain ways. All intellectual property rights in and to the Software and the Licensed Device(s), including without limitation, all patents, copyrights, trademark, trade secret and other proprietary rights of any kind remain solely the property of NComputing or its licensors. You may not

§ work around any technical limitations in the Software; § reverse engineer, decompile or disassemble the Software; § make more copies of the Software than specified in this EULA; § publish the Software for others to copy; or § display, disclose, rent, lease, distribute, lend or create derivative works based on the Software or any part thereof.

This license is effective until terminated. You may terminate it at any time by destroying the Software together with all copies thereof. This license will automatically terminate upon conditions set forth elsewhere within this EULA or if you fail to comply with any term or condition of this EULA. In such event, no notice shall be required by NComputing to effect such termination.

You as the initial end user of the Software may make a one-time permanent License transfer to another third-party end user. The transfer may not be an indirect transfer, such as a consignment. If you transfer the Software, you must uninstall it from the Licensed Computer, transfer all copies, including backups and originals, or destroy all copies not transferred. The recipient of this transfer must agree to comply with the terms of this EULA, including the obligation not to further transfer the Software.

7. REQUIREMENTS FOR ADDITIONAL SOFTWARE LICENSES. Additional operating system, application software, and/or access licenses may be required for some operating systems and software applications to be used with the Software. Refer to Paragraphs 2.c and 3.c above and check each of your end user software license agreements to determine if additional licenses are required. NComputing is under no obligation to advise, consult or otherwise provide guidance to you regarding third-party software licensing. You shall indemnify and hold NComputing and its distributors harmless from any and all claims, damages, costs, liabilities, etc. arising from your improper use of the Software or any other third party software.

8. SUPPORT SERVICES. The Software and the Licensed Device are each provided “as is,” and do not include any obligation to provide support services without a separately executed support agreement. Hardware support terms are covered separately in the Limited Hardware Warranty available for download in the Support section at www.ncomputing.com

9. COMPLIANCE WITH LAW. You agree to use the Software and the Licensed Device solely in accordance with, and within the limits permitted, by applicable laws, rules, regulations and orders. You acknowledge and agree that the Software and Licensed Device may be subject to the jurisdiction of the U.S. Export Administration Regulations (the “EAR”) (Title 15 of the U.S. Code of Federal Regulations Part 730 et seq.) and U.S. trade embargo regulations (Title 31 of the U.S. Code of Federal Regulations Part 500 et seq.). You warrant, represent and covenant that any Software or Licensed Device, any documentation therefore, or any part or information thereof, will not be: a. re-exported, sold, or otherwise transferred to countries outside of the United States of America in violation of the EAR or any other U.S. law; or b. made available to any person or country outside the United States of America or to any person that you know or have reason to suspect will cause any Software, such documentation, or any part or information thereof, to be made available outside the United States of America. in violation of the EAR or any other U.S. law; or c. re-exported, sold, or otherwise transferred to or made available to persons or countries within the United States if such a re-exportation, sale, transfer or making available would violate the EAR or any U.S. law.

10. JURISDICTION AND DISPUTES. This EULA shall be governed by the laws of California in the United States of America, without regard to its conflicts of law provisions. All disputes hereunder shall be resolved in the courts of California in the United States of America. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.

11. LEGAL EFFECT. This EULA describes certain legal rights. You may have other rights under the laws of your state or country. You may also have rights with respect to the party from whom you acquired the Software. This EULA does not change your rights under the laws of your state or country if the laws of your state or country do not permit it to do so.

12. LIMITED SOFTWARE WARRANTY. NComputing warrants that the Software will perform substantially in accordance with the accompanying materials for a period of ninety (90) days from the date of receipt. NComputing's and its suppliers' entire liability and your exclusive remedy for any breach of this limited software warranty or for any other breach of this EULA or for any other liability relating to the Software shall be, at NComputing's option from time to time exercised subject to applicable law,

a. the return of the amount paid for the Software, or

b. the repair or replacement of the Software on the condition that it is returned to NComputing with a copy of your receipt. You will receive the remedy elected by NComputing without charge, except that you are responsible for any expenses you may incur (e.g. cost of shipping the Software to NComputing).

This limited software warranty does not apply to defects resulting from unauthorized modifications, misuse, abuse, or operation for purposes other than the intended use or for use outside the scope of the rights granted in this EULA.

13. LIMITED HARDWARE WARRANTY AND LIABILITY. Genuine NComputing access devices are covered by a separate limited hardware warranty which is available for download in the Support section of the NComputing website at www.ncomputing.com

14. DISCLAIMER OF OTHER WARRANTIES. The limited warranties above apply only to the Software version and Licensed Devices provided to you at the time of purchase and are the only express warranties made to you under this EULA. They are provided in lieu of any other express or implied warranties or similar obligations created by any other communications. Any updates to the Software received after the initial purchase are not covered by the limited software warranty above.

THE SOFTWARE AND LICENSED DEVICE ARE PROVIDED "AS IS," "WITH ALL FAULTS." NCOMPUTING AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES (OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS EULA), EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, WORKMANSHIP, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE DISCLAIMER OF IMPLIED WARRANTIES ABOVE MAY NOT APPLY TO YOU, IN WHICH CASE THE DURATION OF ANY SUCH IMPLIED WARRANTIES IS LIMITED TO NINETY (90) DAYS FROM THE DATE YOU FIRST INSTALLED THE SOFTWARE ON YOUR COMPUTER; PROVIDED, HOWEVER, THAT YOUR SOLE REMEDY SHALL IN ANY CASE BE THAT NCOMPUTING WILL, AT ITS OPTION, (i) REPAIR OR REPLACE LICENSEE'S COPY OF THE SOFTWARE AND/OR THE LICENSED DEVICE, AS APPLICABLE, OR (ii) TERMINATE THIS EULA AND REFUND AMOUNTS ALREADY PAID THEREFOR BY YOU. AS TO ANY DEFECTS DISCOVERED AFTER THE NINETY-DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND.

Some states, provinces, or other jurisdictions do not allow for exclusions of implied warranties or limitations on how long an implied warranty lasts, so the above exclusion or limitation may not apply to Licensee. Licensee may have other rights which vary from state to state, province to province, or in other jurisdictions.

15. LIMITATION ON AND EXCLUSION OF REMEDIES AND DAMAGES. You can recover from NComputing and its suppliers only direct damages up to an amount equal to the amount you paid for the Software and the Licensed Device(s). You cannot recover any other damages, including consequential, lost profits, special, statutory, indirect or incidental damages, including without limitation, computer malfunction, loss of information or data, business interruption, loss of business or other pecuniary loss.

This limitation applies to

§ anything related to the Software, Licensed Device, any services provided by NComputing, content (including code) on third party Internet sites, or third party programs; and

§ claims for breach of contract, breach of warranty, guarantee or condition, strict liability, infringement of intellectual property or proprietary rights, negligence, or other tort to the extent permitted by applicable law.

It also applies even if NComputing knew or should have known about the possibility of the damages. The above limitation or exclusion may not apply to you because your country may not allow the exclusion or limitation of incidental, consequential or other damages.

16. No Waiver. Any waiver of any right or remedy by NComputing is not valid and effective, unless, and to the extent, it is express and in writing, and states such right and remedy to be waived. Selection by NComputing of a specific remedy does not constitute, and shall not be interpreted to constitute, a waiver of any other remedy of NComputing, and NComputing’s failure to select a specific remedy does not constitute, and shall not be interpreted to constitute, a waiver of such remedy.

17. Severability. Should any section, or portion thereof, of this EULA be held invalid by reason of any law existing now or in the future in any jurisdiction by any court of competent authority or by a legally enforceable directive of any governmental body, such section or portion thereof shall be validly reformed so as to approximate the intent of the parties as nearly as possible and, if unreformable, shall be deemed divisible and deleted with respect to such jurisdiction; this EULA shall not otherwise be affected.

18. Integration. This EULA constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements, oral or written, between the parties, and is intended as a final expression of their agreement, regarding any Products, other than any document expressly incorporated herein by reference. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this EULA.