MEN & MICE END USER LICENSE AGREEMENT

This End User License Agreement ("EULA") is a binding agreement between
You (an individual, or a Company and its Affiliates) and Men & Mice,
ehf. ("Men & Mice") concerning its Software (defined below) and
Documentation (defined below). 
IMPORTANT:  BY PURCHASING, DOWNLOADING, INSTALLING AND/OR USING THE
SOFTWARE OR ANY PORTION OF IT, YOU AGREE TO BE BOUND BY THIS EULA.  IF
YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT PURCHASE, DOWNLOAD,
INSTALL AND/OR USE THE SOFTWARE. 

Date of EULA:  December 1, 2016


1. Definitions.

1.1. "Affiliate" means a party's direct or indirect parent or subsidiary
corporation (or other entity), or any corporation (or other entity) with
which the party is under common control.

1.2. "Computer" means the hardware, if the hardware is a single computer
system, whether physical or virtual, or means the computer system with
which the hardware operates, if the hardware is a computer system
component.

1.3.  "Documentation" means any printed or electronic documentation
prepared by and provided by Men & Mice concerning the use of its
Software. 

1.4. "Reseller" means an authorized business that is selling Men &
Mice's Software.

1.5.  "Software" means the software products sold by Men & Mice:  Micetro,
The Men & Mice Virtual DNS Caching Appliance and The Men & Mice Virtual
DNS/DHCP Appliance and their components, such as the Men & Mice Management
Console, Men & Mice Command Line Interface, Men & Mice Web Client, Men &
Mice Central, Men & Mice DHCP Server Controller and Men & Mice DNS Server 
Controller; including any updates and upgrades.

2. Ownership.

2.1. Ownership of Software.
THE SOFTWARE IS LICENSED, NOT SOLD. Men & Mice retains the ownership of
all copies of the Software itself. The word 'purchase' or 'sale' with
regard to licenses, license keys or Software does not imply a transfer
of ownership. 

2.2. Ownership of Your Data.
Men & Mice agrees that the data and information generated by the
Software from Your proprietary data and information shall be and remain
Your sole property.

3. License Grant.

3.1. License Grant.
Upon payment from You for the Software identified on any Purchase Order
accepted by Men & Mice or a Men & Mice Reseller, Men & Mice grants You a
worldwide, non-exclusive, non-transferable, non-assignable,
non-sublicenseable limited license to use the Software and Documentation
according to the terms of this EULA. 

3.2. Use of Software.
You may (i) use the Software subject to the network size license, and
(ii) make a reasonable number of copies of the Software for back-up and
archival purposes, which automatically become the property of Men &
Mice, provided that any copy must contain all of the Software's
proprietary notices and a notice that it will not be used for transfer,
distribution or sale. Software is in "use" on a computer when it is
loaded into temporary memory or installed in permanent memory (hard
drive, CD-ROM or other storage device). 

3.3. License Restrictions. 
3.3.1.
You shall (a) use reasonable efforts to prevent and protect the contents
of the Software and Documentation from unauthorized use or disclosure,
with at least the same degree of care that You use to protect Your own
confidential and proprietary information, but in no event less than a
reasonable degree of care under the circumstances; and (b) only install
a Software license key obtained directly from Men & Mice.  
3.3.2.
You shall not: (a) alter, modify, merge, adapt, translate or copy any
Software or Documentation; (b) reverse engineer, decompile or dissemble
the Software, create derivative works based on the Software or
Documentation, or attempt to derive the source code of the Software; (c)
sell, rent, lease, loan, sub-lease, sub-license the Software; (d) use
the Software in any application where a failure could cause personal
injury or death or damages to property; (e) remove any proprietary
notices, labels or marks in or on the Software; (f) use the Software in
a manner inconsistent with the Documentation or this EULA; (g) integrate
the Software with Your products in any manner or form resulting in Your
products being similar to or competing with the Software; or (h)
integrate the Software with products or computer software programs in
any manner or form for the purpose of avoiding the terms of this EULA.

3.4. Software Evaluation License.
If the Software is provided to You for evaluation purposes, Men & Mice
grants to You a nonexclusive, limited, royalty-free, nontransferable
evaluation license to use the Software solely for evaluation prior to
purchase (an "Evaluation License"). The Evaluation License shall
terminate automatically a limited number of days after the date of the
license being granted. Notwithstanding any other provision contained
herein, Software provided pursuant to an Evaluation License is provided
to You "AS IS" without indemnification, support, or warranty of any
kind, express or implied. Except to the extent such terms conflict with
the specific Evaluation License terms set forth in this Section, all
other terms of this End User License shall apply to Software licensed
under an Evaluation License.

4. Maintenance and Support.
This EULA does NOT grant You the right to upgrades or updates of the
Software. Maintenance and Support Services are offered through a
separate agreement. 

5. Data Collection.
You agree that Men & Mice can collect and track technical and related
information about You and Your use of the Software, such as (a) platform
data, (b) version information for the Software, (c) license information,
(d) technical data about the setup of various components of the
Software, and (e) the internet protocol addresses of the computers
contacting any Men & Mice servers.  Any information collected will be
held under the Men & Mice Privacy Notice
[https://www.menandmice.com/company/privacy-statement/].

6. Termination.

6.1. Termination for Breach.
A Party may terminate this EULA if (a) the other Party is in breach of a
material term of this EULA, including, without limitation, non-payment
of fees, and such breach is not cured within thirty (30) days of written
notice of such breach, or (b) the other Party makes a general assignment
for the benefit of creditors, makes a written admission of its inability
to pay its debts or obligations as they become due, has a petition in
bankruptcy filed by or against it, a receiver or trustee of any of its
property is appointed, is adjudged to be insolvent by any court having
jurisdiction, or it is dissolved, liquidated or terminated.

6.2. Effect of Termination. 
Upon termination of this EULA, all licenses granted in Section 3
(License Grant) are terminated and You must discontinue use of and
destroy all copies of any Software and Documentation. 

6.3. Survival. 
Notwithstanding the termination of this EULA, all obligations which
either expressly or by their nature are to continue after the
termination of this EULA shall survive and remain in effect, including,
without limitation, Section 2 (Ownership), 7 (Intellectual Property
Rights) - 10 (Limitation of Liability), and 12 (Governing Law and
Disputes) - 13 (Miscellaneous Provisions) will survive any termination.

7. Intellectual Property Rights.

7.1. Compliance with Applicable Laws. 
Men & Mice's Software and Documentation is protected by international
intellectual property laws and treaties. You agree to use the Software
and Documentation solely in a manner that complies with all applicable
laws in the jurisdictions in which You use the Software and
Documentation, including, but not limited to, applicable restrictions
concerning copyright and other intellectual property rights.

7.2. Reservation of Rights. 
Men & Mice retains all Intellectual property rights in and related to
its Software or otherwise existing in the Men & Mice business and brand,
including all rights provided under trade secret law, patent law,
copyright law, trade mark or service mark law, design patent or
industrial design law, and any other statutory provision or common law
principle which may provide a right in either ideas, formulae,
algorithms, concepts, inventions or know-how, whether registered or not
and including all applications therefor. Men & Mice reserves all rights
not expressly granted to You in this EULA.

7.3. Men & Mice Trademark Rights. 
You may not delete, remove, hide, move or alter any trademark, logo,
icon, image or text that represents the company name of Men & Mice, any
derivation thereof, or any icon, image, or text that is likely to be
confused with the same. All representations of the company name or mark
"Men & Mice" or any of its Affiliates' names or marks must remain as
originally distributed regardless of the presence or absence of a
trademark, copyright, or other intellectual property symbol or notice.

7.4. Copyright Notices. 
You agree not to remove or alter any Men & Mice or third-party copyright
notices on any copies of the Software.

7.5. Third-Party Software. 
The Software contains software code from third-parties under their
respective licenses.  Men & Mice does not claim any rights to such
third-party software code.  To the extent, there may be a conflict
between this EULA and the license of third-party code, this EULA should
be interpreted in as limited a fashion as possible to create compliance
with the third-party license.  The relevant licenses, copyright notices,
and a complete machine-readable copy of the source code for such
third-party software can be found at
https://www.menandmice.com/resources/appliance/opensource. 

7.6. Third-Party Content. 
All title, rights, and interest in and to content, which may be accessed
through the Software, is the property of the respective owner and may be
protected by applicable intellectual property laws and treaties. This
EULA gives You no rights to such content, including use of the same.

8. INDEMNIFICATION.

8.1. Intellectual Property Indemnification by Men & Mice.  
Men & Mice will indemnify and hold You harmless from any third-party
claim brought against You that the Software, as provided by Men & Mice
to You under this EULA and used within the scope of this EULA, infringes
or misappropriates any intellectual property rights of a third party,
provided (i) use of the Software by You is in conformity with the EULA
and Documentation; (ii) the infringement is not caused by modification
or alteration of the Software or Documentation; and/or (iii) the
infringement was not caused by a combination or use of the Software with
products not supplied by Men & Mice. Men & Mice indemnification
obligations are contingent upon You: (w) promptly notifying Men & Mice
in writing of the claim and Men & Mice is not prejudiced by any delay by
You; (x) granting Men & Mice sole control of the selection of counsel,
defense, and settlement of the claim; (y) not having any admission
against Men & Mice's interest and not having agreed to any settlement of
any claim or demand; and (z) providing Men & Mice with reasonable
assistance, information and authority required for the defense and
settlement of the claim. This Section states Men & Mice's entire
liability (and shall be Company's sole and exclusive remedy) with
respect to indemnification to Company.

8.2. Indemnification by You. 
You agree to indemnify and hold harmless Men & Mice and its officers,
directors, employees, and agents from and against any and all claims,
demands, costs and liabilities (including all attorneys' fees) of any
kind whatsoever, arising directly or indirectly out of any action or
omission by You, including, without limitation, Your performance or
failure to perform under this License, Your breach of this License or
Your obligations as set forth herein.

9. DISCLAIMER OF WARRANTIES. 

9.1. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND,
EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MEN
& MICE DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS
REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE OR
DOCUMENTATION IN THE TERMS OF CORRECTNESS, ACCURACY, RELIABILITY,
CURRENTNESS OR OTHERWISE. THE ENTIRE RISK AS TO THE RESULTS AND
PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU. IF THE SOFTWARE OR
DOCUMENTATION ARE DEFECTIVE OR INCORRECT, YOU, AND NOT MEN & MICE OR ITS
DEALERS, DISTRIBUTORS, AGENTS, OR EMPLOYEES, ASSUME THE ENTIRE COST OF
ALL NECESSARY SERVICING, REPAIR OR CORRECTION. NO ORAL OR WRITTEN
INFORMATION OR ADVICE GIVEN BY MEN & MICE, ITS DEALERS, DISTRIBUTORS,
AGENTS, OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE
SCOPE OF THIS WARRANTY, AND YOU MAY NOT RELY ON SUCH INFORMATION OR
ADVICE. 

9.2. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES
OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE
ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

10. LIMITATION OF LIABILITY

10.1. LIMITATION OF LIABILITY. 
EXCEPT FOR MEN & MICE'S INDEMNITY OBLIGATIONS SET FORTH IN SECTION 8.1
(INTELLECTUAL PROPERTY INDEMNITY), MEN & MICE'S AGGREGATE LIABILITY TO
YOU WILL NOT EXCEED THE TOTAL OF ALL AMOUNTS PAID BY YOU TO MEN & MICE
IN RELATION TO THE OFFENDING SOFTWARE PURSUANT TO THIS EULA IN THE SIX
(6) MONTHS PRECEEDING THE NOTIFICATION OF ANY CLAIM BY CUSTOMER.

10.2. EXCLUSIONS. 
EXCEPT FOR MEN & MICE'S INDEMNITY OBLIGATIONS SET FORTH IN SECTION 8.1
(INTELLECTUAL PROPERTY INDEMNITY), IN NO EVENT WILL EITHER PARTY BE
LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, AGGRAVATED,
EXEMPLARY OR PUNITIVE DAMAGES OR FOR ANY LOST SALES, LOST REVENUE, LOST
PROFITS OR LOST DATA OR COSTS RESULTING FROM PROCUREMENT OF SUBSTITUTE
SOFTWARE, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, INCLUDING,
WITHOUT LIMITATION, FOR FUNDAMENTAL BREACH, HOWEVER CAUSED AND
REGARDLESS OF THE LEGAL THEORY OF LIABILITY, EVEN IF ANY EXCLUSIVE
REMEDY PROVIDED FOR HEREIN FAILS ITS ESSENTIAL PURPOSE OR IF MEN & MICE
IS ADVISED IN ADVANCE OF THE DAMAGES IN QUESTION.

10.3. Customer Acknowledgements. 
You acknowledge and agree that You are responsible for: (a) the backup
of its data and ensuring that all Software updates and upgrades are
installed; and (b) arranging for the transition to an alternative
solution satisfactory to the termination of this EULA. The Software has
been designed and tested for use in general office and business
environments. Men & Mice has not tested or certified its Software for
use in applications where failure or malfunction can reasonably be
expected to result in death, personal injury, catastrophic property
damage or catastrophic environmental harm. Without limiting the
generality of the foregoing, You acknowledge and agree that: (a) the
Software is not fault-tolerant and is not designed or intended for use
in environments requiring fail-safe performances, including, without
limitation, in the operation of nuclear facilities, aircraft navigations
or communication systems, air traffic control, weapons systems, direct
life-support machines or any other application in which the failure of
the Software could lead directly to death, personal injury or severe
physical or property damage (collectively, "High Risk Activities"); (b)
Men & Mice shall in no way be liable for use of the Software in High
Risk Activities; and (c) Men & Mice has no liability or obligation to
You related to any third-party software provided in conjunction with the
Software, and none of the warranties, remedies or other obligations of
Men & Mice contained in this EULA shall apply to such third-party
software.

11. Governmental Approval. 

11.1. Government Approval. 
You shall take the proper steps at its own expense to obtain all
necessary governmental approvals and validations and other official
licenses, permits and certificates for the implementation of this EULA.
Notwithstanding the provisions of the previous section, Men & Mice shall
apply for its own export permission in Iceland if needed.  

11.2. Export Compliance. 
You agree to comply with all applicable laws governing the export of
software.  

12. Governing Law and Disputes.  

12.1. Governing Law.  
This License will be interpreted and construed in accordance with the
laws of the Republic of Iceland without regard to conflicts of law
principles. 

12.2. Dispute Resolution / Arbitration. 
Any dispute, controversy, or claim arising out of, or in relation to,
this EULA, including the validity, invalidity, breach or termination
thereof, shall be resolved by arbitration in accordance with the
Arbitration Rules of the Nordic Arbitration Centre of the Iceland
Chamber of Commerce in force on the date on which the arbitration is
commenced. The arbitration tribunal shall consist of one arbitrator,
appointed by the Iceland Chamber of Commerce. The place of arbitration
shall be Reykjavik, Iceland. The language to be used in the proceedings
shall be English. The award shall be final and binding on the Parties.

13. Miscellaneous Provisions.

13.1. Headings. Headings used in this EULA are for convenience of
reference only, and shall not be used to modify the meaning of or to
interpret the terms and conditions of this EULA.

13.2. Waiver.  
The waiver of any right, power or remedy under this License shall not be
effective unless in writing and signed by Men & Mice or You against whom
enforcement of such waiver is sought. No delay, neglect or forbearance
by either party in enforcing against the other any term or condition of
this License shall be, or be deemed to be, a waiver, nor shall it in any
way prejudice any right of that party under this License.

13.3. Complete Agreement, Amendment.  
This EULA, along with any other signed written agreements, constitute
the entire agreement between the Parties and supersedes all prior or
contemporaneous communications, agreements and understandings, written
or oral, with respect to the subject matter hereof, including, without
limitation, the terms of any party or any purchase order issued in
connection with this EULA. No amendment or modification of this EULA
shall be effective or binding unless agreed to in writing by both
Parties.

13.4. Severability.  
If any provision of this EULA is deemed contrary to applicable law or
unenforceable by a court of competent jurisdiction, the remaining terms
and conditions of this EULA shall be unimpaired and the Parties shall
substitute a valid, legal and enforceable provision as close in legal
and economic consequence as possible to the provision being struck or
considered unenforceable. If the limitation of liability set forth in
this EULA is limited by law, then Men & Mice's liability will be limited
to the greatest extent permitted by law.

13.5. No Third-Party Beneficiaries. 
Nothing in this EULA is intended to confer any benefits, rights or
remedies on any party other than the parties and their permitted
assigns.

13.6. Force Majeure. 
Except for payment, neither party shall be liable in any way for any
delay or failure to perform its obligations in this EULA attributable to
circumstances beyond its reasonable control.  In the event the delay or
non-performance of Men & Mice continues for a period of four (4) months
due to reasons of Force Majeure, then both parties shall have the right
to terminate this License with immediate effect.

13.7. Notices. 
Any written notice required or otherwise provided for in this EULA shall
be delivered to the other party at the address given in the accompanying
agreements, or as updated from time to time pursuant to a notice
provided pursuant to this Section, with a copy to any individuals with
whom the Parties typically communicate.
