VNC CONNECT END USER LICENSE AGREEMENT

IN ORDER TO INSTALL ANY PART OF THE SOFTWARE (AS DEFINED BELOW),
AND/OR TO RETAIN THE SERVICES (AS DEFINED BELOW) OF REALVNC, YOU
MUST FIRST ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY
USING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS
AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT
IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY
YOU. IF YOU DO NOT AGREE THEN DO NOT INSTALL OR USE ANY PART OF
THE SOFTWARE. BY INSTALLING ANY UPDATED VERSION OF THE SOFTWARE
WHICH MAY BE MADE AVAILABLE, YOU ACCEPT THAT THE TERMS OF THIS
AGREEMENT APPLY TO SUCH UPDATED SOFTWARE. REALVNC LIMITED
(“REALVNC”) MAY MODIFY THESE TERMS AND CONDITIONS AT ANY TIME. BY
INSTALLING ANY UPDATED VERSION OF THE SOFTWARE WHICH MAY BE MADE
AVAILABLE, YOU ACCEPT THAT THE MODIFIED TERMS OF THIS AGREEMENT
APPLY TO SUCH UPDATED SOFTWARE.


1. DEFINITIONS

   In this Agreement:

   “Deployment Software” means deployment tools and services
   available from the Website including documentation, updates,
   modified versions and copies of the Deployment Software.

   "Desktop" means a graphical user interface, whether accessible
   via a console attached to the Host, via the Software, or by
   any similar means.

   "Device Access" means a Home Subscription, Professional
   Subscription or Enterprise Subscription that entitles the use
   of the Server Software or as otherwise described on the
   Website.

   "End User" means any person downloading, running or using
   Instant Support Software on their Host for the purpose of
   enabling remote access to their Desktop by a Technician.

   “Enterprise Subscription” means an entitlement enabling
   connectivity and advanced functionality as described on the
   Website.

   “Home Subscription” means an entitlement enabling connectivity
   and basic functionality for non-commercial use only as
   described on the Website.

   "Host" means the computer on which the Software is to be
   installed or run.

   "Instant Support" means a Home Subscription, Professional
   Subscription or Enterprise Subscription that entitles the use
   of the Instant Support Software or as otherwise described on
   the Website.

   "Instant Support Software" means Instant Support Application
   1.0 or later of the programs made available from the Website
   including documentation, updates, modified and branded
   versions and copies of the Instant Support Software.

   “Professional Subscription” means an entitlement enabling
   connectivity and enhanced functionality as described on the
   Website.

   “Server Software” means VNC Server Version 6.0 or later of the
   programs available from the Website, including documentation,
   updates, modified versions and copies of the Server Software.

   “Services” means the support services set out in clause 7.

   “Software” means the Server Software and/or the Viewer
   Software and/or the Deployment Software and/or the Instant
   Support Software.

   “Subscription” means a subscription purchased for or by you
   and/or obtained from RealVNC that enables the Software.

   “Subscription Fee” means the fees payable for a Subscription
   as set out on the Website.

   "Technician" means a named individual  authorized by you to
   make connections to Desktops that have been made available
   through Instant Support Software.

   “Viewer Software” means VNC Viewer Version 6.0 or later of the
   programs available from the Website including documentation,
   updates, modified versions and copies of the Viewer Software.

   “Website” means https://www.realvnc.com,
   https://www.realvnc.help and associated web applications.


2. LIMITED TRIAL PERIOD

   The Software can be evaluated for a limited trial
   non-exclusive license period as set out on the Website. It
   will perform for only a limited period of time. THE LIMITED
   TRIAL SOFTWARE IS PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OR
   LIABILITY ON REALVNC’S PART TO YOU WHATSOEVER.


3. INTELLECTUAL PROPERTY RIGHTS

   The Software, its structure and algorithms, and the
   information provided with the Software or available on the
   Website are protected by copyright and other intellectual
   property laws, and all intellectual property rights in them
   belong to RealVNC or are licensed to it. You may not
   reproduce, publish, transmit, modify, create derivative works
   from, or publicly display the Software or any part of it.
   Copying or storing or using the Software other than as
   permitted in this Agreement is expressly prohibited unless you
   obtain prior written permission from RealVNC.


4. PERMITTED AND PROHIBITED USES

4.1 You require a Subscription to cover each Desktop that is to
    be made accessible using the Server Software, and to cover
    each Technician that can access Desktops made accessible by
    the Instant Support Software

4.2 Your use of the Software (or any part therof) shall be
    subject to your compliance with the following:

4.2.1 you may not rent, lease or otherwise transfer the Software
      (or any part thereof) or allow it to be copied except as
      expressly permitted under this Agreement. Unless permitted
      by law, you may not modify, reverse engineer, decompile or
      disassemble the Software or use any of the confidential
      information of RealVNC contained in or derived from the
      Software to develop or market any software which is
      substantially similar in its function or expression to any
      part of the Software;

4.2.2 you must treat the source code of the Software as RealVNC’s
      confidential information;

4.2.3 you are expressly prohibited from sub-licensing the
      licences granted to you pursuant to clauses 4.3, 5.2 and
      6.2; and

4.2.4 you shall comply at all times with any restrictions placed
      on your use of the Software.

4.3 RealVNC, on behalf of itself, its subsidiaries and any
    licensors, hereby grants to you a non-exclusive, worldwide,
    non-transferable license to install and use the Viewer
    Software for your personal use or for the internal use of
    your business or organisation. You are expressly prohibited
    from transferring or distributing the Viewer Software in any
    format, in whole or in part, for sale, for commercial use, or
    for any unlawful purpose.

4.4 The Viewer Software is only warranted and supported to the
    extent it is used in conjunction with a licensed copy of the
    Server Software, of the Instant Support Software, or of any
    other RealVNC Server product explicitly stated to qualify for
    use with the Viewer Software.

4.5 The licences granted pursuant to clauses 4.3, 5.2 and 6.2
    shall be valid for the duration of any Subscription. The
    duration of each Subscription is set out on the Website.


5. DEVICE ACCESS

5.1 Where your Subscription includes Device Access, the terms of
    this clause 5 shall apply.

5.2 RealVNC, on behalf of itself, its subsidiaries and any
    licensors, hereby grants to you a non-exclusive, worldwide,
    non-transferable license to install and use the Server
    Software on no more than the number of Desktops for which
    your Subscription is valid. In the case of a Home
    Subscription, the Server Software may only be used for your
    private, non-commercial purposes. In the case of a
    Professional Subscription or an Enterprise Subscription, the
    Server Software may additionally be used for the internal
    purposes of your business or organisation on Hosts owned by
    your business or organisation.

5.3 You may make as many copies of the Server Software as your
    Subscription allows and use it to install the Server Software
    on your Hosts. You are expressly prohibited from transferring
    or distributing the Server Software in any format, in whole
    or in part, for sale, for commercial use, or for any unlawful
    purpose.

5.4 If your subscription is an Enterprise Subscription, then
    RealVNC on behalf of itself, its subsidiaries and any
    licensors, hereby grants to you a non-exclusive, worldwide,
    non-transferable license to install and use the Deployment
    Software for the internal purposes of your business or
    organisation on Hosts owned by your business or organisation.

5.5 You may make as many copies of the Deployment Software as
    your Subscription allows and use it to install the Server
    Software on your Hosts. You are expressly prohibited from
    transferring or distributing the Deployment Software in any
    format, in whole or in part, for sale, for commercial use, or
    for any unlawful purpose.


6. INSTANT SUPPORT

6.1 Where your Subscription includes Instant Support, the terms
    of this clause 6 shall apply.

6.2 Subject to your compliance with clause 6.3, RealVNC, on
    behalf of itself, its subsidiaries and any licensors, hereby
    grants to you a non-exclusive, worldwide, non-transferable
    license to use and make the Instant Support Software
    available to End Users for the purposes of allowing your
    Technicians to remotely connect to the End User Desktop.

6.3 Your use of the Instant Support Software is subject to the
    following:

6.3.1 you will contractually ensure that your personnel, End
      Users and any third parties that you directly or indirectly
      allow to use the Instant Support Software will do so in
      accordance with this Agreement and applicable laws;

6.3.2 notwithstanding clause 6.3.1, you shall at all times be
      responsible for the use of the Instant Support Software by
      your personnel, End Users and any third parties that you
      directly or indirectly allow to use the Instant Support
      Software;

6.3.3 each Technician shall keep secure credentials for their use
      of the Software and shall not share such credentials with
      any other person.


7. SUPPORT SERVICES

7.1 RealVNC shall make the Software available to you immediately
    on confirmation of your purchasing a Professional or
    Enterprise Subscription.

7.2 During the term of this Agreement, provided all relevant
    Subscription Fees which are due and owing have been paid,
    RealVNC will provide the following Services to you in
    relation to the Software in accordance with the terms and
    conditions of this Agreement:

7.2.1 provided you promptly notify RealVNC of any material defect
      in the Software (being any corrupt download), RealVNC
      shall, subject to the following provisions, use its
      reasonable endeavours to correct the problem and provide a
      corrected version as soon as practicable after being so
      notified; or

7.2.2 updates or improvements to the Software published by
      RealVNC shall be made available on the Website.

7.3 The Services do not include the correction of any defects due
    to:

7.3.1 any combination or inclusion of the Software with or in any
      computer program, equipment or devices not on the approved
      list on the Website;

7.3.2 you not giving RealVNC a sufficiently detailed description
      of the defect to enable RealVNC to identify the defect and
      to perform the Services; or

7.3.3 any improper or unauthorised use or operation of the
      Software.

7.4 If a defect cannot be resolved in a reasonable time your sole
    and exclusive remedy will be for RealVNC to either, at its
    sole discretion:

7.4.1 replace the Software; or

7.4.2 refund to you such an amount as is equal to the
      Subscription Fee prorated over the remainder of duration of
      the Subscription.

7.5 The Services shall continue in force for the chosen
    Subscription period from the start of the Subscription, and
    may be continued by the Subscription renewing at any time.
    The Services are automatically renewed for an additional term
    of twelve months  if you fail to terminate your Subscription
    before the expiry of the relevant Subscription period.
    RealVNC shall notify you via email at least seven days before
    your Subscription is due to expire, which notice will include
    information regarding the Subscription Fees if your
    Subscription is renewed.

7.6 You can opt out of having your Subscription auto-renew on the
    Website.  If you elect not to have your Subscription
    auto-renew then your Subscription will automatically
    terminate on the last day of your Subscription period.


8. FEES

8.1 All Subscription Fees, expenses or other sums payable under
    this Agreement are inclusive of any applicable value added
    tax or other applicable taxes or duties for which you shall
    be additionally liable. Unless otherwise agreed with respect
    to each order, Subscription Fees (and any subsequent fees
    payable on renewal of a Subscription) shall be paid for
    online using credit or debit cards (where payment
    confirmation will be provided after payment has been taken
    prior to the Software being made available to you pursuant to
    clause 7.1).

8.2 Online payments will be carried out by RealVNC’s payment
    provider and will be subject to their own terms and
    conditions.

8.3 If your Subscription renews in accordance with clause 5.5
    RealVNC will automatically debit the card used to purchase
    your Subscription with the amount identified in the email
    notification delivered pursuant to clause 5.5.

8.4 If any sum payable to RealVNC is not paid within 14 days
    after the due date RealVNC may suspend performance of its
    obligations and/or charge interest on a daily basis at the
    rate of 4% above the Barclays Bank Base Rate from time to
    time in force, compounded quarterly, from the date for
    payment of that sum to the date of actual payment.


9. LIMITED WARRANTY

9.1 RealVNC warrants to the original licensee that the Software
    will perform substantially in accordance with any
    documentation provided for it for 90 days from the date of
    purchase of a Subscription (the “Warranty Period”) when used
    on Hosts meeting the minimum hardware and software
    requirements specified on the Website.

9.2 The limited performance warranty set out in clause 9.1
    applies only if any problem is reported in writing to RealVNC
    during the Warranty Period. It is void if the failure of the
    Software is the result of accident, abuse, misapplication or
    inappropriate use of the Software or use with Hosts not
    meeting the minimum hardware and software requirements
    specified on the Website.

9.3 In the event that a problem is reported in writing to RealVNC
    during the Warranty Period, your sole and exclusive remedy
    will be for RealVNC to either, at its sole discretion:

9.3.1 replace the Software; or

9.3.2 refund to you such an amount as is equal to the
      Subscription Fee.


10. LIMITATION ON LIABILITY

10.1 EXCEPT FOR THE EXPRESS WARRANTIES GIVEN IN THIS AGREEMENT,
     TO THE EXTENT PERMITTED BY LAW, REALVNC DISCLAIMS ALL
     WARRANTIES CONDITIONS OR REPRESENTATIONS ON THE SOFTWARE
     AND/OR SERVICES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT
     NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY,
     NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND FITNESS FOR
     PARTICULAR PURPOSE.

10.2 TO THE EXTENT PERMITTED BY LAW REALVNC SHALL NOT BE LIABLE
     FOR ANY DIRECT, CONSEQUENTIAL INDIRECT OR INCIDENTAL LOSS,
     COSTS OR DAMAGES WHATSOEVER INCLUDING LOST PROFITS OR
     SAVINGS ARISING FROM THE SERVICES, THE USE OF THE SOFTWARE,
     RELIANCE ON THE DATA PRODUCED OR INABILITY TO USE THE
     SOFTWARE, OR REALVNC’S NEGLIGENCE (INCLUDING LOSS OR DAMAGE
     TO YOUR (OR ANY OTHER PERSON'S) DATA OR COMPUTER PROGRAMS)
     EVEN IF REALVNC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
     DAMAGES. REALVNC’S LIABILITY UNDER OR IN CONNECTION WITH
     THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE
     SOFTWARE, IF ANY.

10.3 NOTHING IN THIS AGREEMENT LIMITS LIABILITY FOR DEATH OR
     PERSONAL INJURY ARISING FROM A PARTY'S NEGLIGENCE OR FROM
     FRAUDULENT MISREPRESENTATION ON THE PART OF A PARTY.


11. EXPORT CONTROL

    The United States and other countries control the export of
    Software and information. You are responsible for compliance
    with the laws of your local jurisdiction regarding the
    import, export or re-export of the Software, and agree to
    comply with such restrictions and not to export or re-export
    the Software where this is prohibited. By downloading the
    Software, you are agreeing that you are not a person or
    entity to which such export is prohibited. RealVNC is a
    Limited company in England and Wales.


12. TERM AND TERMINATION

12.1 This license shall continue in force for the duration of
     your Subscription (and any subsequent renewal Subscription)
     unless and until it is terminated by you in accordance with
     clause 12.2, or by RealVNC by e-mail notice to you, if it
     reasonably believes that you have breached a material term
     of this Agreement.

12.2 You may terminate your Subscription at any time by giving
     notice in writing to RealVNC.  Termination of your
     Subscription by you or by RealVNC shall not entitle you to
     any refund for any unexpired portion of your Subscription
     period (as renewed or extended from time to time).

12.3 In the case above, you must delete and destroy all copies of
     the Software in your possession and control and overwrite
     any electronic memory or storage locations containing the
     Software.


13. GENERAL TERMS

13.1 The construction, validity and performance of this Agreement
     shall be governed in all respects by English law, and the
     Parties agree to submit to the non-exclusive jurisdiction of
     the English courts.

13.2 If any provision of this Agreement is found to be invalid by
     any court having competent jurisdiction, the invalidity of
     such provision shall not affect the validity of the
     remaining provisions of this Agreement, which shall remain
     in full force and effect.

13.3 Despite anything else contained in this Agreement, neither
     party will be liable for any delay in performing its
     obligations under this Agreement if that delay is caused by
     circumstances beyond its reasonable control (including,
     without limitation, any delay caused by an act or omission
     of the other party) and the party affected will be entitled
     to a reasonable extension of time for the performance of its
     obligations.

13.4 No waiver of any term of this Agreement shall be deemed a
     further or continuing waiver of such term or any other term.

13.5 You may not assign, subcontract, sublicense or otherwise
     transfer any of your rights or obligations under this
     Agreement. RealVNC may assign all or part of the benefits or
     all or part of its obligations under this Agreement to any
     affiliated company.

13.6 This Agreement constitutes the entire Agreement between you
     and RealVNC in relation to the provision of the Software or
     the Services.


Version 4.0a, October 2017

