Mobile Endpoint Security License Agreement
Version Date: March 1, 2023
THIS MOBILE ENDPOINT SECURITY LICENSE AGREEMENT (THE "LICENSE AGREEMENT" OR THE"AGREEMENT") IS BETWEEN LOOKOUT, INC. ("LOOKOUT") AND THE ENTITY AGREEING TO THESETERMS ("CUSTOMER"). THIS AGREEMENT GOVERNS THE SUBSCRIPTION TO AND USE OFLOOKOUT MOBILE ENDPOINT SECURITY SERVICES (THE "SERVICES" OR "ENTERPRISESERVICES").
READ THE TERMS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE USING THE SERVICES.
YOU ARE REQUIRED TO ACCEPT THE FOLLOWING LICENSE AGREEMENT AS A CONDITION TO
CREATING AN ENTERPRISE ACCOUNT. AS THE CUSTOMER, YOU AGREE TO THIS AGREEMENT BY
CLICKING OR TAPPING ON A BUTTON INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, BY
EXECUTING A DOCUMENT THAT REFERENCES THIS AGREEMENT, OR BY YOUR CONTINUED USE
OF THE SERVICES. IF YOU DO NOT AGREE TO THIS AGREEMENT, THEN LOOKOUT IS UNWILLLINGTO LICENSE THE SERVICES TO YOU, AND YOU SHALL MAKE NO FURTHER USE OF THE SERVICES.
BY ACCEPTING THIS AGREEMENT, YOU CONFIRM THAT YOU HAVE REVIEWED THE AGREEMENTON BEHALF OF CUSTOMER AND YOU ARE WARRANTING THAT YOU ARE AUTHORIZED TO ACCEPTTHIS AGREEMENT ON BEHALF OF CUSTOMER.
1. Definitions.
“Accounts” means all accounts created by the
Customer (including accounts created by or for its
Administrators within the Service).
“Administrators” means the person(s) designatedby Customer to have the authority to utilize theAdministrative Console to create and manage
Accounts associated with Customer and see thesecurity status of End Users’ Device. The
Administrator is also considered an End User.
“Administrative Console” means the functionality for
managing End Users’ security, and otheradministrative functionality for Accounts andDevices associated with the Services provided to
Customer.
“Device” or “Devices” mean all End Users’ mobile
devices associated with the Enterprise Account.
“End User(s)” means, collectively, any person who
is invited by the Administrator to join an Enterprise
Account and/or access the Services.
“End User Data” means the electronic datasubmitted from End User’s Device(s) that iscollected and processed by Lookout in connection
with provision of the Services.
“Enterprise Account” means, collectively, all
Accounts that belong to the Customer’s
subscription. An Enterprise Account may represent
a team, group or other subdivision within the
Customer’s organization or the whole organization.

Mobile Endpoint Security License (Mar. 1, 2023)“Enterprise Services” or “Services” means
Lookout’s proprietary commercial off-the-shelf
software product(s) specified in the Order (anyrelated purchase orders, statement of work, oramendments, in each case incorporated into thisAgreement) or provided in connection with thisAgreement, and any helpers, extensions, plugins,
and add-ons, in any format, including any
improvements, modifications, derivative works,
patches, updates and upgrades thereto that
Lookout provides to Customer or that is developedin connection with this Agreement.
“Order” means Customer’s order details as set forthin the applicable order form.
“Subscription Term” means the period starting on
the Service start date as stated in the Order andcontinuing for the period specified therein, or if nosuch period is specified, on an annual basis.
2. License.
a. License to Customer and End Users. Subject toCustomer’s and End Users’ continued and fullcompliance with all of the terms and conditions of
this Agreement, Lookout hereby grants to
Customer and its End User(s) a revocable, nontransferable, non-exclusive limited license, without
any right to sublicense, during the applicable
Subscription Term, to (a) install, execute, and use
the Services (including any updates, modifications,patches and upgrades thereto that Lookout, in its
sole discretion, may provide to Customer
hereunder) solely for Customer’s internal use and(b) allow Administrators to access and use theAdministrative Console to create and administer
Devices registered to Customer.

b. License to Lookout. Customer grants to Lookout
a worldwide, limited-term license to host, copy,transmit, and display End User Data and other data
Customer submits to Lookout for Lookout to provide
the Services in accordance with this Agreement.
Customer further grants Lookout a perpetual,irrevocable right to maintain, access, use, anddisclose de-identified or aggregated data for any
purpose.
3. Changes to Services. Lookout may change andimprove the Services over the Subscription Term.
The Customer’s use of any new features andfunctionality added to the Services may be subject
to additional or different terms relating to such newfeatures and functionality. Lookout may alter or
remove functionality from the Services without priornotice. However, Lookout will endeavor to provide
the Customer with prior notice if a change to theServices results in a material change infunctionality, and if the material changes adversely
affects Customer, Customer will have the option tocancel any Order without further obligation within
30 days of the material changes, and Lookout will
refund Customer a pro-rata portion of all prepaid
fees associated with the discontinued Services forwhich no comparable replacement was provided. If
Customer is entitled to a refund under thisAgreement, and the Services were purchased by
Customer through an authorized Lookout partner(“Reseller”), then unless it is otherwise specified,
Lookout will refund any applicable fees to the
Reseller and the Reseller will be solely responsible
for refunding the appropriate amounts to Customer.
Customer agrees, however, that its Order is notcontingent on the delivery of any future functionality
or features, or dependent on any oral or written
public comments made by Lookout regarding futurefunctionality or features.
4. Customer's Obligations.
a. Compliance. Customer is solely responsible for
End Users’ compliance with this License
Agreement. Customer acknowledges and agrees
that prior to an End User using the Services, each
End User will accept, or Customer will accept on
behalf of the End User (and make Lookout a thirdparty beneficiary thereof) the terms and conditions
herein, and this License Agreement will govern the
End Users use of the Services. Customer
acknowledges that a violation of this License
Agreement by an End User can result in thetermination of Services and/or Customer’sEnterprise Account.
Mobile Endpoint Security License (Mar. 1, 2023)

b. Obligations Concerning End Users. Customer
represents and warrants that it has the necessary
rights and will obtain any consents required fromeach End User (i) to allow the Customer and its
Administrators to engage in the activities describedin this Agreement or available through the Services(including adding the End User to the Enterprise
Account) and (ii) to allow Lookout to provide theServices, including to collect End User Data.
Without limiting the foregoing, Customer will
provide End Users with prior notice of the scope of
the Services, including Lookout’s collection andCustomer’s access to End User Data. Customer—
and not Lookout—is responsible for (1) Customer’s
access to, and potential use of, information
obtained through the Enterprise Services, including
End User Data; and (2) for all End User(s)’compliance with this Agreement.
c. Unauthorized Use & Access. Customer will
prevent unauthorized use of the Services by its End
Users and terminate any unauthorized use of theServices. Customer is solely responsible for all
activity under its Enterprise Account, including all
activity by End Users. Lookout will not be liable forany damages or liability resulting from Customer’s
failure to keep its Enterprise Account and End
Users’ accounts accurate, up to date, and secure.
The Services are not intended for use by End Users
under the age of 16. Customer will ensure that it
does not allow any person under 16 to use theServices. Customer will promptly notify Lookout of
any unauthorized use of, or access to, the Services.
5. End User Devices. When invited to join anEnterprise Account, a user can join an Enterprise
Account by downloading Lookout Security for Workapplication to become an End User of theEnterprise Account.
6. Administrative Users Obligations.
a. Administrators. Administrators are responsible
for managing Customer’s Enterprise Service
subscription, any associated Customer accountdetails, and access to End User Devices andAccounts, including other Administrator Accounts,
via the Administrative Console and for complying
with this Agreement, and applicable laws.
Administrators are responsible for (i) maintaining
the confidentiality of passwords and Administrator
Accounts; (ii) managing access to Administrator
Accounts; and (iii) ensuring that Administrators' useof the Services complies with this Agreement.

b. Administrative Responsibilities. The Enterprise
Services are designed to provide the Customer and
its Administrators with the ability to self-manage theServices and Devices. Management andadministration of the Devices is the responsibility of
the Customer and not Lookout. Lookout will not be
responsible for any liability arising from adding,removing, or otherwise managing the Devices inaccordance with Customer’s instructions.
c. Administrative Access to End User Data.
Customer and End Users agree that that theAdministrators of the Enterprise Services will haveaccess to End User Data, including information
about malicious applications, and other relevant
information, from the End Users’ device. By using
the Enterprise Services, all parties agree that
Lookout shall not be liable in any manner for theaccess to, and potential use of, information
obtained by Administrators via the Enterprise
Service.
7. Restrictions on Use of Enterprise Services.
Customer will not, and will ensure that End Usersor third parties do not:a. Offer for sale or lease, sell, resell, lease or in any
way transfer the Services, or otherwise use theServices for a third-party’s benefit;
b. Copy any Enterprise Services (or component
thereof), develop any improvement, modification, orderivative works thereof or include any portion
thereof in any other equipment or item;c. Attempt to decipher, decompile, disassemble,
reverse engineer, or otherwise attempt to derive thesource code or underlying ideas or algorithms of theServices or any software or other component used
therein;d. Attempt to modify, alter, tamper with, repair orotherwise create derivative works of any software
used to provide the Services;e. Attempt to create a substitute or similar service
through use of, or access to, the Services;f. Access or attempt to access other accounts
hosted by Lookout or other computer systems or
networks not covered by this Agreement, for which
Customer does not have permission;g. Remove, alter or obscure any proprietary rights
notices associated with the Services (including

Mobile Endpoint Security License (Mar. 1, 2023)

copyrights or trademarks), or attempt to do any of
the foregoing;h. Access or use the Services in a way intended to
avoid incurring fees or hiding usage that exceed
usage limits or quotas, if any;i. Allow the transfer, transmission, export or reexport of any Enterprise Service (or any portion
thereof) or any Lookout technical data;
j. Perform any benchmark tests (e.g. speed, battery
usage, data usage, or detection coverage) without
the prior written consent of Lookout (any results ofsuch permitted benchmark testing shall be deemed
confidential information of Lookout);k. Access the Enterprise Services for testing orotherwise for competitive intelligence purposes(including to verify a set of known results), or
publicly disseminate test-related information about
Enterprise
Services(whichisLookout’s
Confidential Information);l. Hack or interfere with the Enterprise Services, its
servers, or any commercial networks;m.
Register under different usernames or
identities, after Customer’s account or any End
User account has been suspended or terminated;orn. Circumvent or disable the Enterprise Services or
any technology, features, or measures included in
the Enterprise Services for any reason, except as
required by law.
Notwithstanding the foregoing, or any statement tothe contrary herein, portions of the Services may beprovided with notices and open source or similar
licenses from such communities and third parties
that govern the use of those portions. Customer
hereby agrees to be bound by and fully comply withall such licenses, and any licenses granted
hereunder shall not alter any duties or obligations
Customer may have under such open source
licenses; however, the disclaimer of warranty andlimitation of liability provisions in this Agreement will
apply to all such software in the Services.
8. Customer Warranty. As a condition to
Customer’s and its End Users’ use of the Services,
Customer represents, warrants and covenants that
Customer will not use the Services for any improperor illegal purposes, including but not limited to:a. Infringement of the intellectual property or
proprietary rights, or rights of publicity of any third
party;
b. Violation of local, state, and/or federal laws,
regulations, or ordinances, including but not limited
to all applicable export laws and the U.S. Foreign
Corrupt Practices Act and similar foreign antibribery laws;c. Compromising information and data security or
confidentiality;d. Integrating information that has been obtained inviolation of any contractual agreement or local,
state, or federal law, regulation, or ordinance;
and/ore. Violation of privacy or constitutional rights of any
End User, or any other individuals or entities.
Customer, not Lookout, remains solely responsible
for all information or material in any form or format
that Customer imports, uses, publishes, orotherwise disseminates using, or in connection
with, the Services (“Content”). Customer
acknowledges that all Content that Customer
accesses through use of the Services is accessed
at Customer’s own risk and Customer will be solely
responsible for any damage or liability to any party
resulting from such access.
9. Third Party Requests. Customer acknowledges
and agrees that the Customer is responsible forresponding to a request from a third party forrecords relating to Customer's or an End User's useof, or Content contained within, the Services("Third-Party Request"). If Lookout receives a
Third-Party Request (including but not limited tocriminal or civil subpoenas or other legal process
requesting Customer or End User data), Lookout
will, to the extent allowed by the law and by theterms of the Third-Party Request, direct the Third
Party to Customer to pursue the Third-Party
Request. Lookout retains the right to respond to
Third Party requests for Customer data where
Lookout determines, in its sole discretion, that it isrequired by law to comply with such a Third-Party
request.
10. Support and Maintenance. The support andmaintenance services (if any) are detailed in the
support package selected by Customer in theOrder.

Mobile Endpoint Security License (Mar. 1, 2023)

Customer will, at its own expense, be responsible
for providing support to its End Users regarding
issues that are particular to its End Users' accessof Enterprise Services. Customer will use
commercially reasonable efforts to resolve any
such support issues before escalating them to
Lookout or its distributor. If Customer cannot
resolve a support issue as set forth above,
Customer's Administrator may escalate the issue to
Lookout or its partner, and Lookout or its partner willuse commercially reasonable efforts to work with
Customer to resolve the issue.
11. Confidentiality. Each party undertakes not todisclose to any third party information that is
exchanged between the parties, provided that suchinformation is: (i) clearly marked as confidential at
the time of disclosure by the disclosing party, or (ii)
if disclosed orally, identified as confidential at thetime of disclosure, and summarized in writing andtransmitted to the receiving party ("Confidential
Information"). Each party agrees that it shall use thesame degree of care that it utilizes to protect its own
confidential information of a similar nature, but in no
event less than reasonable care, to protect thesecrecy of and avoid disclosure or use ofConfidential Information of the other party in orderto prevent it from falling into the public domain or
the possession of persons other than those persons
authorized under this Agreement to have any suchinformation. The confidentiality obligation in thisSection does not apply to such information that (a)was lawfully in the receiving party’s possession
before receipt from the disclosing party; (b) is or
becomes a matter of public knowledge through nofault of the receiving party; or (c) was independently
developed or discovered by the receiving party
without the benefit of any Confidential Informationof the disclosing party. Furthermore, Confidential
Information of the other party may be disclosed
insofar as such disclosure is necessary to allow a
party to comply with applicable law, with a decision
by a court of law or to comply with requests fromgovernment agencies that such party determines
require disclosure, but then only after first notifying
the other party of the required disclosure, unlesssuch notification is prohibited. Customer shallpromptly notify Lookout of any actual or suspectedmisuse or unauthorized disclosure of Lookout’s
Confidential Information.
Customer is responsible and shall be liable for any
breaches of this Section and any disclosure or
misuse of any Confidential Information by
Customer’s employees or agents (or any otherperson or entity to which Customer is permitted todisclose Confidential Information pursuant to thisSection).
The foregoing confidentiality obligation survives
termination of this Agreement for a period of five (5)years; provided that Customer’s obligations
hereunder shall survive and continue in perpetuity
after termination with respect to any Confidential
Information that is a trade secret under applicablelaw.
12. Intellectual Property Rights. Except for thelimited license rights expressly provided herein, thisAgreement does not grant either party any rights,
implied or otherwise, to the other's intellectual
property or any rights to use the Lookout
trademarks, logos, domain names, or other brandfeatures. No title to or ownership of or other right inor to the Services or software provided by Lookout
to access the Services is transferred to Customer
or its End Users under this Agreement. Specifically,
Lookout retains all rights, title and interest in and to
the Enterprise Services, source code, and anyother related documentation or material provided by
Lookout (including without limitation, all patent,
copyright, trademark, trade secret, and otherintellectual property rights embodied in theforegoing) and all copies, modifications, andderivative works thereof. The Enterprise Services
are licensed and not sold, and no ownership rights
are being conveyed to Customer under thisAgreement.
13. Publicity. Lookout may identify Customer as a
Lookout customer in promotional materials, unlessCustomer requests that Lookout stop doing so by
providing written notice to Lookout.
14. Feedback. If Customer or its End Users provide
Lookout with any suggestions, enhancement
request, recommendation, correction, or otherfeedback, Customer and its End Users grant
Lookout a worldwide, perpetual, irrevocable,royalty-free license to use any such feedback
without restriction or compensation. If Lookout
accepts Customer’s or its End User’s submission,
Lookout does not waive any rights to use similar or
related ideas or feedback previously known to
Lookout, developed by Lookout employees, or
obtained from sources other than Customer.
15. Disclaimers. EXCEPT AS EXPRESSLYSTATED IN THIS AGREEMENT, LOOKOUT
MAKES NO WARRANTIES OF ANY KIND,
WHETHER EXPRESS OR IMPLIED, INCLUDINGANYIMPLIEDWARRANTYOF
Mobile Endpoint Security License (Mar. 1, 2023)

MERCHANTABILITY, NON-INFRINGEMENT, OR
FITNESS FOR A PARTICULAR PURPOSE. NO
ORAL OR WRITTEN INFORMATION OR ADVICE
GIVEN BY EITHER PARTY HERETO, ITS
AGENTS OR EMPLOYEES SHALL CREATE A
WARRANTY OR IN ANY WAY INCREASE THE
SCOPE OF THE WARRANTIES SET FORTH IN
THIS AGREEMENT.
NOTWITHSTANDING ANY PROVISION TO THE
CONTRARY, LOOKOUT DOES NOT WARRANTTHAT THE SERVICES WILL MEET ALL
REQUIREMENTS OF CUSTOMER OR ANY END
USER, OR THAT THE OPERATION OF THE
SERVICES WILL BE UNINTERRUPTED ORERROR FREE, OR THAT ALL DEFECTS IN THE
SERVICES WILL BE CORRECTED. FURTHER,LOOKOUT IS NOT RESPONSIBLE FOR ANY
DEFECT OR ERROR RESULTING FROM THE
MODIFICATION, MISUSE OR DAMAGE OF ANY
OF THE SERVICES NOT DELIVERED BYLOOKOUT. LOOKOUT DOES NOT WARRANTAND SHALL HAVE NO LIABILITY WITHRESPECT TO THIRD PARTY SOFTWARE OR
OTHER NON-LOOKOUT SERVICES.
16. Indemnification.
a. By Customer. Customer will indemnify, defend,
and hold harmless Lookout from and against all
liabilities, damages, and costs (including settlement
costs and reasonable attorneys' fees) arising out ofa claim regarding Customer’s (i) breach of its
obligations pursuant to Section 4 of this Agreement,or (ii) action, inaction or negligence that results in acircumstance(s) covered by an Indemnity
Exclusion.
b. By Lookout. Lookout will indemnify, defend, andhold harmless Customer from and against all
damages, and costs (including settlement costs
and reasonable attorneys' fees), if any, finallyawarded against Customer from any claim of
infringement or violation of any U.S. or E.U. issued
patent, copyright or trademark asserted against
Customer by a third-party based upon Customer’s
use of the Services in accordance with the terms ofthis Agreement. The foregoing indemnification
obligation for Lookout shall not apply in thefollowing circumstances (each, an “Indemnity
Exclusion”): (1) if the Services are modified by any
party other Lookout, but only to the extent thealleged infringement would not have occurred but
for such modification; (2) if the Services are
modified by Lookout at the request of Customer, but
only to the extent the alleged infringement would

not have occurred but for such modification; (3) if
the Services are combined with other non-Lookout
products or processes not authorized by Lookout;
but only to the extent the alleged infringement
would not have occurred but for such combination;(4) to any unauthorized use of the Services; (5) toany superseded release of the Products if theinfringement would have been avoided by the useof a current release of the Services that Lookout
has provided to Customer prior to the date of thealleged infringement; or (6) to any third party
software code contained within the Services.
c. Possible Infringement. If Lookout believes theServices infringe or may be alleged to infringe athird party's Intellectual Property Rights, thenLookout may at it sole discretion: (i) obtain the rightfor Customer, at Lookout's expense, to continue
using the Services; (ii) provide a non-infringing
replacement with substantially similar functionality;or (iii) modify the Services so that they no longer
infringe.
d. Indemnity Procedures. The party seeking
indemnification will promptly notify the other partyof the claim within twenty (20) days of receiving
notice of such claim and cooperate with the otherparty in defending the claim. The indemnifying party
has full control and authority over the defense,
except that: (i) any settlement requiring the party
seeking indemnification to admit liability requires
prior written consent, not to be unreasonably
withheld or delayed and (ii) the other party may joinin the defense with its own counsel at its own
expense. THE INDEMNITIES ABOVE ARELOOKOUT AND CUSTOMER'S ONLY REMEDYUNDER THIS AGREEMENT FOR VIOLATION BY
THE OTHER PARTY OF A THIRD PARTY'S
INTELLECTUAL PROPERTY RIGHTS.
17. Limitation of Liability.
a. NEITHER LOOKOUT NOR CUSTOMER SHALLBE LIABLE TO THE OTHER PARTY, OR ANY
END USER, OR ANY OTHER THIRD PARTY
WITH RESPECT TO ANY PRODUCT, SERVICEOR OTHER SUBJECT MATTER OF THISAGREEMENT FOR ANY PUNITIVE, INDIRECT,
SPECIAL, EXEMPLARY, CONSEQUENTIAL OR
INCIDENTAL DAMAGES (INCLUDING LOSS OF
PROFITS, REVENUE, OR DATA), WHETHERARISING IN CONTRACT, IN TORT (INCLUDINGBUT NOT LIMITED TO NEGLIGENCE), OR ANYOTHER CAUSE OF ACTION ARISING OUT OF
OR RELATING TO THIS AGREEMENT AND/ORITS TERMINATION OR NON-RENEWAL.
Mobile Endpoint Security License (Mar. 1, 2023)

b. EXCEPT FOR ANY AMOUNTS AWARDED TO
THIRD PARTIES ARISING UNDER SECTION 16
OF THIS AGREEMENT, EACH PARTY AGREESTHAT THE AGGREGATE AND CUMULATIVE
LIABILITY OF LOOKOUT FOR DAMAGESHEREUNDER SHALL IN NO EVENT EXCEEDTHE AMOUNT OF FEES PAID BY CUSTOMERTO LOOKOUT OR ITS PARTNER UNDER THISAGREEMENT DURING THE TWELVE MONTHPERIOD IMMEDIATELY PRECEDING THE
INITIATION OF ANY CLAIM FOR DAMAGES.
18. Data Protection. If Customer's use of theService requires Lookout to process personal data
falling within the scope of EU Regulation 2016/679(the "GDPR"), the GDPR as it forms part of United
Kingdom law (the "UK GDPR"), the Swiss Federal
Data Protection Act of 19 June 1992, or otherrelevant US data protection laws that may be
applicable, the Data Processing Addendum("DPA") set out at https://info.lookout.com/rs/051ESQ-475/images/Lookout-DPA_180516_v2.pdf
shall apply. The DPA shall hereby be incorporated
into this Agreement by reference. In the event of
any conflict between the terms of the DPA and thisAgreement as they relate to End User Data, the
DPA shall prevail to the extent of such conflict.
19. Term. This Agreement will remain in effect for
the Subscription Term specified as set forth in theOrder or until the Agreement is terminated asprovided below.
20. Termination. Either Lookout or Customer may
suspend performance or terminate this Agreement
if: (i) the other party (including any End User ofCustomer) is in material breach of the Agreement
and fails to cure that breach within 30 days after
receipt of written notice of such breach or (ii) theother party ceases its business operations or
becomes subject to insolvency proceedings and theproceedings are not dismissed within 90 days.
Notwithstanding the foregoing, (i) either party may
terminate this Agreement immediately in the eventof a material breach by the other party of its
obligations under Section 11 and (ii) Lookout may
terminate this Agreement immediately in the eventof a material breach by Customer of its obligations
under Sections 2, 4, 6, or 7 or if any payment owed
by the Customer is more than 60 days overdue.
21. Effects of Termination. a. If this Agreement
terminates: (i) the rights granted by Lookout toCustomer will cease immediately (except as set

forth in this section); and (ii) the rights granted by
Lookout to End User will cease immediately.
b. The following provisions of this Agreement shallsurvive the termination or expiration of thisAgreement: Sections 1, 2(b)(ii), 7, 9, 12, 13, 14, 15,
16, 17, 18, 19, 21, and 22.
22. General Terms.
a. Entire Agreement. This Agreement, together with
the Enterprise User Terms of Service and any
Orders constitute the entire agreement between
Lookout and Customer with respect to its subject
matter,andsupersedes
all
prior
and
contemporaneous proposals, statements andagreements. In the event any provision of thisAgreement is held by a court or other tribunal ofcompetent jurisdiction to be invalid or
unenforceable for any reason, that provision will be
enforced to the maximum extent permissible underapplicable law, and the other provisions of thisAgreement will remain in full force and effect. The
parties further agree that in the event suchprovision is an essential part of this Agreement,
they will negotiate in good faith a replacement
provision to replicate the intention of such provision
to the maximum extent permitted under applicablelaw.
b. Notices. Except as provided in Section 22(i),notices required or permitted by this Agreement
must be in writing and must be delivered as follows:(i) in person or by courier; or (ii) by reputable private
domestic or international courier with establishedtracking capability (such as DHL, FedEx, or UPS),
postage pre-paid, and addressed to Customer at
the postal address on record by Lookout or suchother address as a party may specify by previously
confirmed written notice. Notices shall be deemed
received upon date of delivery. All notices to
Lookout must be sent to: Lookout Inc., 3 Center
Plaza, Suite 330, Boston, MA (USA) 02108, Attn:
Legal Department, with Subject “NOTICE”. Unlessotherwise specified, Notices to Customer will besent to the address on record by Lookout.
c. Governing Law. THIS AGREEMENT, AND ALL
CLAIMS OR CAUSES OF ACTION (WHETHER IN
CONTRACT, TORT OR STATUTE) THAT MAY BE
BASED UPON, ARISE OUT OF OR RELATE TO
THIS AGREEMENT, OR THE NEGOTIATION,EXECUTION OR PERFORMANCE OF THISAGREEMENT (INCLUDING ANY CLAIM OR
CAUSE OF ACTION BASED UPON, ARISING
OUT
OF
OR
RELATEDTO
ANY
Mobile Endpoint Security License (Mar. 1, 2023)

REPRESENTATION OR WARRANTY MADE IN
OR IN CONNECTION WITH THIS AGREEMENT,OR AS AN INDUCEMENT TO ENTER INTO THISAGREEMENT), SHALL BE GOVERNED BY AND
ENFORCED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK
U.S.A, INCLUDING ITS STATUTES OF
LIMITATIONS, WITHOUT REGARD TO ANY
BORROWING STATUTE THAT WOULD RESULTIN THE APPLICATION OF THE STATUTE OF
LIMITATIONS OF ANY OTHER JURISDICTION.
ALL CLAIMS ARISING OUT OF OR RELATED TO
THIS AGREEMENT OR THE SERVICES MUSTBE LITIGATED EXCLUSIVELY IN THE FEDERALOR STATE COURTS OF NEW YORK, AND THE
PARTIES EXPRESSLY CONSENT TO VENUE
AND PERSONAL JURISDICTION THERE. This
Agreement shall not be governed by the provisionsof the United Nations Convention on Contracts for
the International Sale of Goods and Uniform
Computer Information Transactions Act (UCITA), or
any similar federal laws or regulations enacted, tothe extent allowed by law shall not apply to thisAgreement.
d. If Customer is a government or an agency orother unit of government located in the UnitedStates (a "US Government Customer") and the law
establishing or otherwise governing such Customer
expressly requires Customer to enter into contracts
under a particular law and/or prohibits any choice oflaw provision imposing any law other than the law
under which Customer is authorized to act, then thepreceding paragraph shall not apply with respect tothe US Government Customer's use of the Lookout
Enterprise Service while performing in its official
government capacity.
e. Assignment. Customer may not assign ortransfer any part of this Agreement without thewritten consent of Lookout. Lookout may not assign
this Agreement without providing notice toCustomer, except Lookout may assign thisAgreement without such notice to an affiliate or inconnection with a merger, acquisition, corporate
reorganization, or sale of all or substantially all of its
assets without providing notice. Any other attempt
to transfer or assign is void. Subject to theforegoing, this Agreement will be binding on theparties and their successors and assigns.
f. No Relationship. No agency, partnership, joint
venture or employment is created between theparties as a result of this Agreement. Except as
specifically provided herein, neither party isauthorized to create any obligation, express or
implied, on behalf of the other party, nor to exercise
any control over the other party's methods ofoperation.
g. Force Majeure. If either party is prevented fromperforming any portion of this Agreement (except
the payment of money) by causes beyond its
control, including labor disputes, civil commotion,
war, governmental regulations or controls, casualty,
inability to obtain materials or services or acts ofGod, hardware failure, interruptions or failure of theInternet or third-party network connections, suchparty will be excused from performance for theperiod of the delay and for a reasonable time
thereafter.
h. Third Party Beneficiaries. Except as explicitly
provided herein, there are no third party
beneficiaries to this Agreement.
i. Terms Modification; Waiver. Lookout may revise
this Agreement from time to time and the mostcurrent version will always be posted on the
Lookout website. If a revision, in Lookout’s sole
discretion, is material, Lookout will notify Customer
through the Administrative Console with Subject“NOTICE – AGREEMENT MODIFICATION” or, as
otherwise by notice sent to Customer’s address onrecord by Lookout. Other revisions may be posted
to Lookout’s terms page, and Customer is
responsible for checking such postings regularly.
By continuing to access or use the Services afterrevisions become effective, Customer agrees to bebound by the revised Agreement. If the amended
Agreement includes any material adverse changes
to Customer’s rights or obligations and Customer
does not wish to continue using Enterprise Services
under the terms of the Amended Agreement,
Customer may cancel the Services by providing

Mobile Endpoint Security License (Mar. 1, 2023)

Lookout written notice within thirty (30) days of theavailability of the amended Agreement. Otherwise,
no waiver, amendment or modification of any
provision of this Agreement, and no variance fromor addition to the terms and conditions of thisAgreement in any Order or other written notification,
shall be effective unless in writing and agreed to by
the parties hereto. No failure or delay by either party
in exercising any right, power or remedy under thisAgreement shall operate as a waiver of such right,
power or remedy. No waiver of any term, condition
or default of this Agreement shall be construed asa waiver of any other term, condition or default. This
Agreement will not be supplemented or modified byany course of dealing or usage of trade.
j. Export Restrictions. The export and re-export ofServices may be controlled by the United States
Export Administration Regulations or otherapplicable export restrictions or embargo. The
Services may not be used in Cuba; Iran; North
Korea; Sudan; or Syria or any country that is subject
to an embargo by the United States and Customer
must not use the Services in violation of any export
restriction or embargo by the United States or any
other applicable jurisdiction. In addition, Customer
must ensure that the Services are not provided topersons on the United States Table of Denial
Orders, the Entity List, or the List of Specially
Designated Nationals.
k. Government Users. Nothing herein makes
Lookout a government contractor. If Customer is agovernment user or otherwise accessing or using
the Lookout Service in a government capacity, theAmendment to License Agreement for Government
Users
locatedat https://www.lookout.com/legal/enterpriselicense-agreement-government shall
apply
to
Customer.