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1 obdeOuard Unified Mobile
<br /> MobileGuard Services Agreement
<br /> Terms and Conditions
<br /> By executing the MobileGuard Services Agreement Form, solely for internal business use for the purposes described
<br /> Order Form (the "Order Form") with MobileGuard Inc. more fully below:
<br /> ("MobileGuard"), the Customer, as named in the Order Form,
<br /> acknowledges and agrees that these MobileGuard Services (i) a non-exclusive, non-transferable, non-
<br /> Agreement Terms and Conditions(the"Terms and Conditions"), sublicensable license, subject to the terms of this Agreement, to
<br /> along with any MobileGuard Services Agreement Order Form access and use the Administrative Portal, solely for purposes of
<br /> executed by the parties and incorporating these Terms and administrating the Product(s) and in accordance with any
<br /> Conditions by reference and any documents referenced herein via Documentation(as defined below);
<br /> URL links (collectively, the "Agreement"), represent the entire
<br /> agreement between the parties with respect to the subject matter (ii) if applicable, a non-exclusive, non-
<br /> herein. All capitalized terms used in these Terms and Conditions transferable,non-sublicensable license,subject to the terms of this
<br /> but not otherwise defmed herein shall have the meanings ascribed Agreement, to download (and copy solely as required to
<br /> to them in the Order Form. download) the Software on Customer-owned or Customer-
<br /> controlled computers solely for the purposes of using the Products
<br /> 1. Order Form;Change Orders. as intended pursuant to any Documentation;
<br /> The Services (as defined below) to be provided to (iii) if applicable, a non-exclusive, non
<br /> Customer by MobileGuard,the related compensation to be paid by transferable,non sublicensable license,subject to the terms of this
<br /> Customer to MobileGuard,and such other terms and conditions as Agreement,to use the Hosting Services solely for the purposes of
<br /> MobileGuard and Customer may agree,are set forth on the Order storing and accessing the Data(as defmed below);
<br /> Form. Any changes to the Order Form may be requested by
<br /> Customer pursuant to a written change order,which MobileGuard
<br /> may accept or decline in its reasonable discretion (a "Change (iv) if applicable, a non-exclusive, non-
<br /> Order"). A Change Order shall not become effective until it is transferable,non-sublicensable license,subject to the terms of this
<br /> signed by both parties. agreement,to use the Integrated Product solely for the Devices and
<br /> solely for the purposes of using the Products as intended pursuant
<br /> 2. License and Restrictions. to and Documentation;and
<br /> (a) Services. The services provided under this (v) a non-exclusive, non-transferable, non-
<br /> Agreement are those services embodied in the Products which sublicensable license, subject to the terms of this Agreement,to
<br /> Customer shall receive pursuant to the Order Form (the use any Services-related documentation provided to Customer by
<br /> Services"). Each Product includes access to an administrative MobileGuard(the"Documentation")only in conjunction with the
<br /> portal(the"Administrative Portal"). (The Administrative Portal relevant Services.
<br /> is, in the case of Products described as"hosted", accessible at a
<br /> website to be provided by MobileGuard, and, in the case of (vi) Customer acknowledges that the Application
<br /> Products described as "on premise", a part of the Software (as is available at certain mobile application stores,as well as through
<br /> defined below).) The Products called MessageGuard require a MobileGuard, for download on compatible Devices. Download
<br /> mobile application to be downloaded on the Devices (as defmed and use of the Application is subject to an end user license
<br /> below) (the "Application"). The Products called NetGuard are agreement (the "EULA") between MobileGuard and the
<br /> integrated at the mobile carrier level and therefore do not require individuals who own and/or control the Devices(the"End Users").
<br /> any mobile application on the Devices(the"Integrated Product"). As between the parties,Customer shall be responsible for ensuring
<br /> Both MessageGuard and NetGuard are available on an "on that any and all End Users comply with the terms and conditions
<br /> premise" or "hosted" basis. The Products described as "on set forth in the EULA.
<br /> premise"require Customer to collect and host the Data(as defined
<br /> below) itself. As such, "on premise" Products include certain (c) Restrictions. Except as expressly authorized
<br /> software which must be installed on Customer's computer(s) in in this Agreement, Customer shall not, and will ensure that End
<br /> order to archive and access Data(as defined below)on Customer- Users shall not, directly or indirectly: (i) sublicense, rent, lease,
<br /> owned or—designated servers(the"Software"). For the Products sell, loan, transfer, distribute, translate, reverse engineer,
<br /> described as "hosted", MobileGuard provides hosting services decompile,or disassemble or otherwise obtain or attempt to create,
<br /> described herein for the archiving and accessing of Data (the derive,or obtain the source code of any Products or Services;(ii)
<br /> "Hosting Services"). In some cases, a Customer using an "on modify,enhance or otherwise change any Products or Services,or
<br /> premise"Product may require the use of the Hosting Services for prepare derivative works based on the Products or Services; (iii)
<br /> purposes of retrieving Data from Customer-owned or—designated copy or otherwise reproduce the Products or Services or any
<br /> servers located abroad. The Administrative Portal,the Software, materials provided in connection therewith;(iv)remove,obscure,
<br /> the Hosting Services,the Application and the Integrated Product or alter any notice of copyright, trademark, or other proprietary
<br /> are each and collectively considered the Services. right appearing in or on any item included with the Products or
<br /> Services; (v) circumvent or attempt to circumvent any methods
<br /> (b) Grant of Licenses to Customer. MobileGuard employed by MobileGuard to control access to the components,
<br /> hereby grants to Customer,during the Term,the following rights features or functions of the Products and Services, or to prevent
<br /> as applicable based on the Products Customer selects on the Order unauthorized use of any of the Products or Services;(vi)use the
<br /> #Mobileguard Master Services Agreement-Terms And Conditions
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