NETMOTION WIRELESS, INC. END USER LICENSE AGREEMENT IMPORTANT - READ CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE: This NetMotion Wireless, Inc. End User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and NetMotion Wireless, Inc. ("NetMotion") for the enclosed NetMotion software product, which includes computer software and associated documentation ("Software"). The Software also includes any updates and supplements to the original Software provided to you by NetMotion. Any product provided along with the Software that is associated with a separate end-user license agreement is licensed to you under the terms of that license agreement. BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT USE OR INSTALL THE SOFTWARE. IF YOU HAVE PURCHASED THE SOFTWARE, PROMPTLY RETURN THE SOFTWARE AND ALL ACCOMPANYING MATERIALS WITH PROOF OF PURCHASE TO YOUR PLACE OF PURCHASE FOR A REFUND. 1. SOFTWARE LICENSE. The Software is confidential and protected by United States and international patent and copyright laws and treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold. 2. GRANT OF LICENSE. NetMotion grants you the following rights provided that you comply with the terms and conditions of this EULA: 2.1. Install and Use Server Component. You may install and use a copy of the server component of the Software on as many Servers as you are licensed to use the server component of the Software. For purposes of this EULA, "Server" means any computer on which the server component of the Software is installed or used. 2.2. Install and Use Client Component. You may install the number of copies of the client component of the Software for which you have obtained a license on devices solely for your internal use. 2.3. Reservation of Rights. NetMotion reserves all rights not expressly granted under this EULA. 3. LIMITATIONS. 3.1. Limitations on Copying. NetMotion and its suppliers retain all ownership of the Software and all copies thereof. Except as expressly provided in this EULA, you may not make copies of the Software or the printed materials accompanying the Software. You may make one copy of electronic documentation accompanying the Software for each license you have acquired for the Software. You must include all applicable copyright notices and other proprietary rights legends that come with the Software in any copies you make. You may keep the original media on which NetMotion provided the Software solely for backup or archival purposes. If the original media is required to use the Software, you may make one copy of the Software solely for backup or archival purposes. You shall not provide copies of the Software to any third party. 3.2. Limitations on Reverse Engineering, Decompiling and Disassembly. The Software in both object code and source code form includes valuable trade secret information of NetMotion. You may not reverse engineer, decompile, or disassemble the Software or otherwise attempt to gain access to the source code for the Software, except and only to the extent expressly permitted by applicable law notwithstanding this limitation. 3.3. Limitations on Transfer. You may not rent, lease, sell, sublicense, lend or otherwise transfer or assign your rights or obligations under this EULA to any person or entity without the prior written consent of NetMotion. Such consent may be conditioned on the payment of additional license fees. 3.4. Limitations on Nuclear Facilities. You acknowledge that Software is not designed, licensed or intended for use in the design, construction, operation or maintenance of any nuclear facility and you agree that you shall not use the Software for such purposes. 4. TERMINATION. If you have received a Time-Limited Evaluation version of the Software, your license to such version of the Software will terminate the date the Time-Limited Evaluation version times out. If you violate any term of this EULA, NetMotion may terminate this EULA without waiving any other rights. If your EULA is terminated, you must destroy all copies of the Software and, on request of NetMotion, certify said destruction. 5. SAFEGUARDS/AUDIT RIGHTS. You agree to: (i) implement internal safeguards to prevent any unauthorized copying, distribution, or use of the Software; (ii) provide NetMotion with 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. 6. EXPORT. 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, 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. 7. 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. 8. GOVERNING LAW AND ATTORNEYS' FEES. This EULA is governed by the laws of the State of Washington, USA, excluding its conflict of laws rules, and specifically excludes the United Nations Convention on Contracts for the International Sale of Goods. In any action or suit to enforce any right or remedy under this EULA or to interpret any provision of this EULA, the prevailing party will be entitled to recover its costs, including reasonable attorneys' fees. 9. ENTIRE AGREEMENT. This EULA constitutes the entire agreement between you and NetMotion with respect to the Software, and replaces all other agreements or representations, whether written or oral. The terms of this EULA cannot be modified by any terms in any printed forms used by the parties in performing the EULA, and can only be modified by express written consent of both parties. If any part of this EULA is held to be unenforceable as written, it will be enforced to the maximum extent allowed by applicable law, and will not affect the enforceability of any other part. The original of this EULA is in English. If it is translated into another language, the English language version shall prevail. 10. LIMITED WARRANTY. For a period of ninety (90) days from the date of shipment or download from NetMotion of the Software, NetMotion warrants that (a) the unmodified Software will perform substantially in accordance with the accompanying written materials when used as directed, and (b) the media upon which the Software is delivered will be free of defects. Any implied warranties are limited to this 90-day period. This Limited Warranty is void if failure of the Software has resulted from modification, accident, abuse, or misapplication. 11. EXCLUSIVE REMEDY. Your exclusive remedy with respect to any breach of the Limited Warranty is, at NetMotion's option, either repair or replacement of the non-conforming Software or return of the price you paid for the non-conforming Software. You must return all non-conforming Software to NetMotion with your proof of purchase to be entitled to this remedy. Outside the United States, neither these remedies nor any product support services offered by NetMotion are available without proof of your purchase from an authorized international source. 12. NO OTHER WARRANTIES. TO THE FULL EXTENT PERMITTED BY LAW, NETMOTION AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE. 13. LIMITATION OF LIABILITY. NETMOTION AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS OR CONFIDENTIAL INFORMATION, LOSS OF PRIVACY, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF NETMOTION OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, THE ENTIRE LIABILITY OF NETMOTION AND ITS SUPPLIERS UNDER THIS AGREEMENT AND LIMITED WARRANTY SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE THAT CAUSES THE DAMAGE. 14. THIRD PARTY SOFTWARE. The Software may contain or be distributed along with software code or products from third parties (“Third Party Software”). Any Third Party Software that is associated with a separate license agreement (“Third Party License”) is licensed to you under the terms of that Third Party License. Applicable Third Party Licenses are available at http://www.netmotionwireless.com/assets/legal/licenses.asp. In any event, the terms of a Third Party License apply only to the software code or product of the named third party and do not extend to any other portion of the Software. And, in any event, the disclaimer of warranty and limitation of liability provisions of this EULA shall apply to all of the Software. NetMotion End User License Agreement Mobility XE (Rev 02/07)