ShieldMe End User License Agreement

GENERAL SOFTWARE LICENSING TERMS

This is a legal document (hereinafter referred to as AGREEMENT) that binds registered users to certain obligations contained herein as well as describes the general conditions for licensing the use of the ShieldMe software application that applies to the following PARTIES:

User (hereinafter referred to as USER)

AND

IMPACT INTELISOFT SRL (hereinafter AUTHOR), a Romanian legal entity, having its headquarters in Bucharest, Sector 2, Bl. Ferdinand I, no. 70, 3rd floor, registered at the Trade Registry under No. J40/7216/30.06.2020, having its sole registration no (CUI) 42706410,

each individually, PARTY, and collectively as PARTIES.

The AUTHOR is the manufacturer of the ShieldMe Software System (hereinafter referred to as APPLICATION or SOFTWARE) and can also be the distributor if the USER has obtained the software directly from the AUTHOR.

This AGREEMENT describes the rights of the USER and the conditions upon which they may use the APPLICATION. The USER should review the entire AGREEMENT, including all the terms of this AGREEMENT, terms that accompany the software, all linked terms and all the terms to which reference is made, because terms are important and together make up this AGREEMENT.

By accepting this AGREEMENT or by using the APPLICATION, the USER agrees to all of these terms under this AGREEMENT.

If the USER does not accept and comply with these terms, the USER may not use the software or its features.

The PARTIES agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms will have the meanings ascribed to them below:

1.1 “Confidential information” means any information disclosed by one party to the other, which:

(i) if, in writing, the graphic, which can be read automatically or in another tangible form, is marked with “Confidential” or “Owner” or which, if disclosed orally or by demonstration, is identified at the time of disclosure as confidential and reduced to a writing marked with “Confidential” and delivered to the receiving party; or

(ii) by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential.

Notwithstanding any failure to so identify them, all technology or proprietary information underlying the APPLICATION shall be deemed Confidential Information of AUTHOR, and the User Data shall be deemed Confidential Information of USER.

1.2 “Documentation” means any document (written or otherwise) provided by the AUTHOR to assist in the installation and use of the APPLICATION under this AGREEMENT.

1.3 “Intellectual Property Rights” means all rights in, to, or arising out of:

(i) any Romanian, international or foreign patent or any Software therefore and any and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof;

(ii) inventions (whether patentable or not in any country), disclosures of inventions, improvements, trade secrets, proprietary information, know-how, technology and technical data;

(iii) copyrights, copyright registrations, mask works, mask works registrations, software, moral rights, trademarks, and rights of personality, privacy and likeness, whether arising by operation of law, contract, license or otherwise;

(iv) any other similar or equivalent proprietary rights anywhere in the world.

1.4 “Licensed Materials” means the SOFTWARE and the DOCUMENTATION.

1.5 “User data” means any information provided by the USER for the use of the APPLICATION, sent to the AUTHOR to identify and verify the validity of the license, expressly excluding the intellectual property of the AUTHOR (including, but not limited to, the APPLICATION and related documentation).

1.6 “ShieldMe” means the APPLICATION comprising the entire universal VPN (virtual private network) client software system for routers for connecting and monitoring internet connection through the services of third-party providers and system-specific features as well as any other integrated software components.

1.7 “ShieldMe Cloud API” is the application programming interface that the USER will call to use software-specific features.

1.8 “ShieldMe Router Backend” is the software application system that the USER installs on a router device.

1.9 “ShieldMe Router Frontend” means the software application system that composes the graphical interface that the USER uses from a router device.

1.10 “ShieldMe Mobile App” means the software system for phones, tablets or other mobile devices that the USER installs and uses on such a device.

1.11 “User employees” means any employee or employee of the USER authorized to use the APPLICATION.

2. OVERVIEW

2.1 Applicability. This Agreement applies to the APPLICATION installed on the USER’s devices or acquired from an authorized distributor and installed by the USER, the physical media on which the USER received the SOFTWARE product (if applicable), to all fonts, icons, images or sound, executables or source code files included with the APPLICATION, and also any updates, upgrades, supplements or services of the APPLICATION, even if other terms are not provided with them.

2.2 Depending on USER’s device characteristics and capabilities, how it is configured and used, additional third-party terms may apply to the AGREEMENT or a third party to the use of certain features, services or applications.

2.3 Some features of the APPLICATION provide an access point to, or rely on, online services, and the use of those services is sometimes governed by separate terms and privacy policies, such as the terms and conditions of a third-party virtual private network service provider. You can view those terms and policies by viewing these terms on the website of that third-party provider. The services may not be available in all regions.

2.4 The software may include third-party features or programs that the AUTHOR, not the third party, licenses to the USER under the conditions set out in the third party together with the terms of this AGREEMENT. Notices, if any, for third-party features or programs are included for information purposes only.

3. INSTALLATION AND USE RIGHTS

3.1 License. The SOFTWARE is licensed, not sold. Under this AGREEMENT, the AUTHOR grants the USER the right to install (if USER has acquired the software from an authorized distributor) and to run one instance on USER’s device (licensed device) for use by one person at a time, but only if USER complies with all the terms of this AGREEMENT. Updating or upgrading from non-genuine software with software from AUTHOR or authorized sources does not make USER’s original version or the updated/upgraded version genuine, and in that situation the USER does not have a license to use the software.

3.1.1 Licensing. Subject to the terms and conditions of this Agreement, the AUTHOR shall grant users a limited, non-exclusive, non-transferable, worldwide license without the right to sub-license the APPLICATION, allowing the USER to use the APPLICATION and documentation exclusively for own and internal use in respect of the internal operations of the USER. Without prejudice to the foregoing, the AUTHOR may grant the USER the right to sub-license the APPLICATION to third parties (as end-users) only with the express prior written consent of the AUTHOR. This sub-license expressly excludes the right of the USER to allow third parties (as end-users) to continue to sub-license any part of the AUTHOR’s intellectual property including, but not limited to, the specific features of the software system of the APPLICATION or parts of the APPLICATION.

3.1.2 License Restrictions. The USER shall not and will not allow any third party to:

(i) use the Licensed Materials except to the extent permitted in Section 3.1.1;

(ii) modify or create any derivative work of any part of the Licensed Materials without the express prior written consent of the AUTHOR;

(iii) permit any third parties to use the Licensed Materials;

(iv) market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease, borrow or loan the Licensed Materials without the express prior written consent of the AUTHOR;

3.1.3 Reservation of rights. The AUTHOR reserves all rights to the APPLICATION, software or documentation not expressly granted in Section 3.1 and subsections 3.1.1 and 3.1.2.

3.2 Device. In this AGREEMENT, “device” means a hardware system (physical or virtual), equipped with internal storage capacity, capable of running the APPLICATION.

3.3 Restrictions. The AUTHOR reserves all rights (such as rights under intellectual property laws) not expressly granted by this AGREEMENT. For example, this license does not grant the following rights to the USER:

(i) use or virtualize features of the APPLICATION separately;

(ii) publish, copy, rent, lease or lend the APPLICATION to another party without the express prior written consent of the AUTHOR;

(iii) transfer the APPLICATION (except as permitted by this AGREEMENT);

(iv) work around any technical restrictions or limitations in the APPLICATION;

(v) use the APPLICATION as a server software product, for commercial hosting, make the APPLICATION available for simultaneous use by multiple users without a valid license, install the APPLICATION on a server and allow other third parties to remotely access it, or install the APPLICATION on a device for use only by remote users;

(vi) to redo the source code by decompiling or disassembling the APPLICATION or to try this, unless the law in the area where the USER resides (or, in the case of a company, the location of the head office) permits this, even when this AGREEMENT prohibits it. In that case, the USER shall have the right to proceed only as permitted by the local applicable legislation;

(vii) when using Internet-based features, the USER may not use those features in any way that could interfere with anyone else’s use of them, or to try to gain access to or use any service, data, account, or network, in an unauthorized manner.

3.4 Multi-use scenarios:

(i) Multiple versions. If, when the USER obtains the APPLICATION, multiple versions are provided (such as 32-bit or 64-bit versions), the USER has the right to install and activate only one of those versions at a time.

(ii) Multiple or pooled connections. The USER may not use hardware or software to multiplex or pool connections, or otherwise allow multiple users or multiple computers or devices to access or use the APPLICATION indirectly through the device that has the APPLICATION installed with a valid license.

(iii) Use in a virtual environment. This license allows the USER to install only one instance of the APPLICATION for use on a single device, whether it is physical or virtual. If the USER wants to use the APPLICATION on more than one virtual device, the USER must obtain a separate license for each instance.

(iv)  Remote access. The USER may access and use the APPLICATION installed on the licensed device from another device using remote access technologies, so long as the APPLICATION installed on the licensed device is not being used by another user simultaneously. Other users, at different times, may access the licensed device from another device using remote access technologies, but only on devices separately licensed to run the same or higher edition of this APPLICATION.

4. RIGHT TO MONITOR

4.1 The AUTHOR shall have the right to review and monitor any use of the APPLICATION strictly to ensure compliance with the terms of this AGREEMENT.

5. AUTHORIZED SOFTWARE AND ACTIVATION

5.1 The USER is authorized to use this APPLICATION only if it holds an appropriate valid license and the APPLICATION has been properly activated with a genuine product key or by another authorized method. By connecting to the Internet while using the APPLICATION, the APPLICATION will automatically contact the ShieldMe Cloud API component to confirm that the rest of the system components (ShieldMe Router Backend, ShieldMe Router FrontEnd, and ShieldMe Mobile App) are genuine and that there is a license associated with that device. The USER can also activate the software manually by Internet. During activation (or reactivation that may be triggered by changes to device components or APPLICATION), the APPLICATION may determine that the installed instance is counterfeit, improperly licensed, or includes unauthorized changes. The USER may also receive reminders to obtain a proper license for the APPLICATION. The USER has no right to avoid, impede or circumvent activation. Certain updates, support services and other services may only be offered to users of genuine SOFTWARE products of the AUTHOR.

6. UPDATES

6.1 The APPLICATION may periodically check, download and install updates of ShieldMe components. The USER may obtain updates only from the AUTHOR or authorized sources, and by accepting this AGREEMENT, agrees to receive these types of automatic updates without further notice.

7. GEOGRAPHIC RESTRICTIONS

7.1 If the use of the APPLICATION is limited to a specific geographical region, then the USER may activate and use the APPLICATION only in that region. The USER must also comply with all national and international laws and regulations that apply to the APPLICATION, which include restrictions on destinations, end users and end use.

8. PAYMENTS AND TAXES

8.1 License Fees. In exchange for the license granted by the AUTHOR under this AGREEMENT, the USER shall pay the AUTHOR the license fees in the amount set forth on a separate contract for the use of the license, in accordance with the additional terms set out in that contract. The license fee due by the USER to the AUTHOR under the license agreement may be changed only under the terms of that separate contract. License fees are non-refundable.

8.2 Taxes. The USER, in addition to the other amounts payable under this AGREEMENT, shall pay all applicable customs, duties, sales, use, value added or other taxes, federal, state or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by this Agreement, excluding only taxes or charges based on the income of the AUTHOR. The USER agrees to indemnify, defend, and hold AUTHOR, its officers, directors, consultants, employees, successors and assigns harmless from all claims and liability arising from USER’s failure to report or pay any such taxes, duties or assessments.

8.3 Payment terms. All amounts payable to AUTHOR under this AGREEMENT shall be paid in accordance with the conditions set out separately in the license contract. The AUTHOR may add new services for additional fees and charges, or amend fees and charges for existing services in accordance with the license contract.

9. NETWORKS, DATA AND INTERNET USE

9.1 Some features of the APPLICATION and services accessed through the APPLICATION may require USER’s device to access the Internet. Access and use by the USER (including charges) may be subject to the terms of the USER’s contract with an internet connection provider or virtual private network provider. Certain features of the APPLICATION may help the USER access the Internet more efficiently, but the data metric calculations for using the APPLICATION may differ from the service provider’s measures. The USER is always responsible:

(i) for understanding and complying with the terms of their own plans and agreements

(ii) for any issues arising from the use or access of networks, including public/open networks. The USER may use the APPLICATION to connect to virtual private networks and to share the access information of those networks only if the USER has permission to do so.

10. LIMITED SOFTWARE WARRANTY

10.1 Scope of Limited Warranty. The AUTHOR warrants to the USER that during the term of the license, the APPLICATION will perform substantially in accordance with the Documentation. The foregoing warranty shall not apply to performance issues:

(i) caused by factors outside the control of the AUTHOR;

(ii) that results from any actions or inactions of the USER or any third parties;

(iii) that results from the data structure, operating system or environment or equipment of the USER.

10.2 Limitation of liability. The AUTHOR assumes no liability to the USER or any other third party for any loss or damage resulting from the use of the APPLICATION or Licensed Materials, in violation of the terms of this AGREEMENT or the use of the APPLICATION and/or materials licensed by non-compliance with the documentation handed over, and may not be held liable for any direct or indirect damage resulting from including, but not limited to, any lost profits, loss of data or failure of the device on which the APPLICATION was installed.

10.3 Disclaimer of Any Other Warranties. EXCEPT FOR THE EXPRESS, LIMITED WARRANTY PROVIDED IN THIS SECTION 10.1, THE AUTHOR MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE LICENSED MATERIALS, APPLICATION, DOCUMENTATION OR ANY OTHER ACCOMPANYING MATERIAL PROVIDED HEREUNDER. THE AUTHOR SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, THOSE ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE, AND OF UNINTERRUPTED OR ERROR-FREE SERVICE, AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE IS PROVIDED ON AN AS IS, AS AVAILABLE BASIS AT THE MOMENT WHEN THE LICENSE CONTRACT WAS SIGNED.

11. GOVERNING LAW

11.1 The laws of the state or country in which the USER resides (or, in the case of a company, the location of the head office) govern all claims and disputes concerning  the APPLICATION, its price or this AGREEMENT or the licensing contract, including breach of contract claims, claims relating to the violation of this AGREEMENT or the licensing agreement and claims arising under national consumer protection laws, unfair competition, implied warranty laws, unjust enrichment or offences regardless of the conflict between legal principles.

12. TERMINATION

12.1 Upon termination of the licensing contract, in accordance with the conditions laid down therein.

12.2 Violation of any limitation, restriction or term results in the cancellation of the license’s validity automatically and immediately.

12.3 Other cases provided for by law.

13. CONFIDENTIALITY

13.1 The Parties agree to maintain confidentiality of the provisions and information contained in this AGREEMENT and the licensing contract, as well as of the information provided by the Parties during the term of the licensing contract, unless such data is notorious or is formally requested by state institutions.

14. AMENDMENT OF TERMS

14.1 The provisions of this AGREEMENT may be amended after prior notification to the USER. The AGREEMENT shall be adapted in accordance with the legal regulations following its conclusion, which shall apply to it.

15. NOTIFICATIONS

15.1 The Parties agree that any notification addressed by one of them to the other shall be valid if it is transmitted to the address/headquarters provided for in the introductory part of this AGREEMENT, by mail, fax, e-mail or by express courier service.

15.2 If the notification is sent by e-mail, it shall be deemed to have been received on the day on which it was sent.

15.3 Verbal or telephone notifications shall be taken into account in so far as they are confirmed in one of the modalities described above.

16. LITIGATIONS

16.1 Disputes arising from the conclusion, execution, amendment, termination and interpretation of the terms of this AGREEMENT shall be resolved amicably or by the competent courts in accordance with the licensing contract and the applicable legislation.

17. OWNERSHIP

17.1 The AUTHOR shall retain all rights, titles and interests in Licensed Materials, software system components and specific APPLICATION features, any changes, corrections, bug fixes, improvements, updates or other versions thereof, and all their intellectual property rights, as well as between parties, all of these rights will be assigned to the AUTHOR. Nothing in this Agreement will confer on the USER any ownership or copyright in the Licensed Materials.

18. MISCELLANEOUS

18.1 This AGREEMENT (along with the terms of the license contract or other terms that accompany the supplements, upgrades, updates and services related to the APPLICATION, provided by the AUTHOR and used by the USER), constitutes the entire contract for the APPLICATION and for the supplements, updates, upgrades and services in question (unless the AUTHOR provides other terms with these supplements, updates, upgrades or services). The USER agrees to read the terms before using the APPLICATION or services, including all other applicable terms. The USER understands that, by using the APPLICATION and the services, the USER agrees with the terms and conditions set in this AGREEMENT and the other terms to which it refers.

18.2 The fortuitous case and force majeure remove the liability of the parties under the conditions of the applicable law.

18.3 The AUTHOR declares and guarantees that it is the owner of the licensed APPLICATION and of each component thereof and that he has and will maintain the full power and authority to grant the USER the rights to use the APPLICATION described in this AGREEMENT, without the consent of other third parties.

18.4 The provisions of this AGREEMENT shall be supplemented by the provisions of the relevant Romanian (or the USER’s local country) applicable laws.

18.5 This AGREEMENT, together with its amendments and annexes, represents the will of the Parties and removes any verbal agreement between them, prior to or after its conclusion. In the event of an infringement by one of the Parties of its obligations, the failure of the injured Party to exercise the right to demand that obligation has been fully or equivalently enforced does not mean that the injured Party has waived that right.

18.6 The Parties are independent contractors and will not have the right to assume or create any obligation or liability on behalf of the other Party. Neither Party shall be deemed an agent of the other Party. This AGREEMENT shall not be construed as being created or involved in any partnership, agency, joint venture or formal commercial entity of any kind.

18.7 If any provision of this AGREEMENT is deemed null or unenforceable, it shall be replaced by the valid provision which best reflects the intention of the Parties and the other provisions of the AGREEMENT shall remain in force or enter into force.

18.8 No delay or non-exercise by any party of a right or appeal under this AGREEMENT shall constitute a waiver of that right or appeal. All derogations must be written and signed by an authorized representative of the Party giving up its rights. The waiver by any Party of any transgression or covenant shall not be construed as a renunciation of any subsequent violation of any other covenant.

18.9 The headings of the articles and paragraphs contained in this AGREEMENT shall be inserted for convenience and is not intended to be part of or affect the interpretation of this AGREEMENT.

18.10 This AGREEMENT may be executed in several counter-parties, each of which is considered original and all of them together constitute one and the same instrument.

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