Noria Software End User License Agreement and Licensed App Terms and Conditions of Use

Rev 03/28/2014

Acknowledgement

These Software End User License Agreement and Licensed App Terms and Conditions of Use (the “Terms of Use”) apply to any and all licensed software applications (“Licensed App”) developed on behalf of or owned by Noria Corporation (the “Company”) or any of its related entities including all Company licensed partners around the world and is concluded between the Company and the end-user only. The Company is solely responsible for the Licensed App and the Content thereof.

Scope of License

This license granted to you (the “Licensee”) for the Licensed App by the Company is limited to a non-transferable license to use the Licensed App on any app enabled device that you own or control. This license does not allow you to use the Licensed App on any app enabled device that you do not own or control, and you may not distribute or make the Licensed App available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the Licensed App. You may not copy (except as expressly permitted by this license and the Terms of Use), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed App, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Licensed App). Any attempt to do so is a violation of the rights of the Company and its licensors. If you breach this restriction, you may be subject to prosecution and damages.

The Terms of Use will govern any upgrades provided by the Company that replace and/or supplement the original Licensed App, unless such upgrade is accompanied by a separate license in which case the Terms of Use for that license will govern. The Company is the licensor and reserves all rights not expressly granted to you.

Agreement to Terms of Use

Any Licensed App as defined by this Terms of Use are the property of the Company and its licensors and are made available for any legal and/or authorized purpose. Usage of Licensed App owned by the Company indicate agreement to these Terms of Use. If you do not agree with these Terms of Use, you should stop using the Licensed App immediately.

The Company reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time. If it does so, the updated Terms of Use will be effective immediately and available through a link in the Licensed App. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of any Licensed App following the posting of changes will mean that you accept and agree to the changes. No other variation to these Terms of Use shall be effective unless in writing and signed by an authorized representative on behalf of the Company.

Content

All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained within the Licensed App is owned, controlled and/or licensed by or to the Company, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.

Except as expressly provided in these Terms of Use, no Content of any Licensed App may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “Mirroring”) to any other computer, server, Web site or other medium for publication or distribution or for any commercial enterprise, without the Company’s express prior written consent.

The trademarks, service marks, and logos (“Trade Marks”) contained on or in the Licensed App are owned by the Company, its affiliates, or third-party partners of the Company. You cannot use, copy, edit, vary, reproduce,
publish, display, distribute, store, transmit, commercially exploit or disseminate the Trade Marks without the prior written consent of the Company, its affiliates, or third-party partners of the Company.

The Company and the end-user acknowledge that, in the event of any third-party claim that the Licensed App or the end-user’s possession and use of a Licensed App infringes that third-party’s intellectual property rights, the Company, not the service from which the Licensed App was downloaded, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

Maintenance and Support

The Company is responsible for providing maintenance and support services with respect to any Licensed App as required under applicable law.

Warranty

The Company is solely responsible for product warranties, whether express or implied by law, to the extent not effectively disclaimed.

Links to Third-Parties from Licensed App

The Company does not have any influence or control over any third-party websites and, unless otherwise stated, is not responsible for and does not endorse any third-party websites or their availability or contents. The Company is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such third-party websites. The Company does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any third-party services, third-party materials or web sites, or for any other materials, products, or services of third-party websites.

In addition, third-party Services and Third-Party Materials that may be accessed from, displayed on, or linked to from the Licensee’s app enabled device are not available in all languages or in all countries. The Company makes no representation that such services and/or materials are appropriate or available for use in any particular location. To the extent you choose to access such services or materials, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. The Company, and its licensors, reserves the right to change, suspend, remove, or disable access to any services at any time without notice. In no event will the Company be liable for the removal of or disabling of access to any such services. The Company may also impose limits on the use of or access to certain services, in any case and without notice or liability.

Apple Terms of Service

Licensee acknowledges and agrees to the following terms and conditions which the Company is required to pass on to its customers by Apple: (a) this EULA is concluded between Licensee and the Company only, and not with Apple. The Company, not Apple, is solely responsible for the Software furnished hereunder and the content thereof; (b) the license granted to Licensee for the Software is a non-transferable license to use the Software solely on any Apple iPad, Apple iPhone, Apple iPod touch or Mac device (or any other Apple-branded product that runs the Apple iPhone or Mac operating system software) that Licensee owns or controls and such license is subject to the Usage Rules set forth in the Apple storefront Terms of Service; (c) Apple shall have no obligation whatsoever to furnish any maintenance or support services with respect to the Software. To the extent any such services are provided for herein or required by law, they shall be the sole responsibility of the Company; (d) the Company and providers other than Apple, if any, will be solely responsible for any product warranties, whether express or implied by law, to the extent not otherwise disclaimed herein. Notwithstanding the above, in the event of any failure of the Software to conform to any applicable warranty, Licensee may notify Apple, and Apple will refund the purchase price, if any, for the Software to Licensee. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Software and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the responsibility of the Company and providers other than Apple, if any; (e) the Company, not Apple, is responsible for addressing any claims relating to the Software or Licensee’s possession and/or use of such Software, including but not limited to: (i) product liability claims; (ii) any claim that the Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. In the event of any third party claim that the Software or Licensee’s possession and use of such Software in accordance with the terms of this EULA infringes a third party’s intellectual property rights, the Company, not Apple, will be responsible for the investigation, defense,
settlement and discharge of any such intellectual property infringement claim; and (f) Apple and Apple’s subsidiaries are third party beneficiaries of this EULA and upon Licensee’s acceptance of the terms and conditions of the EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce the EULA against Licensee as a third party beneficiary thereof. In any circumstances where Apple has rights to enforce, the terms set forth in the Apple App Store Terms of Service shall take precedence over any conflicting terms in this EULA.

Disclaimer/Liability

USE OF ANY LICENSED APP IS AT YOUR OWN RISK. THE LICENSED APP IS PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS AND ARE SUBJECT TO CHANGE WITHOUT NOTICE. THE COMPANY DOES NOT PROMISE OR REPRESENT THAT ANY LICENSED APP WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF ANY LICENSED APP WILL PROVIDE SPECIFIC RESULTS. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APP AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. THE COMPANY DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE LICENSED APP, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE LICENSED APP WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE LICENSED APP OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSED APP OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE COMPANY OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED APP OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. 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. THE COMPANY ACCEPTS NO RESPONSIBILITY FOR ANY TECHNICAL FAILURE OF THE INTERNET AND/OR THE LICENSED APP.

THE COMPANY DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF ANY LICENSED APP.

YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF ANY LICENSED APP INCLUDING BUT NOT LIMITED TO DATA CHARGES, LONG-DISTANCE CHARGES, OR ANY OTHER CHARGES ASSESSED BY YOUR CELLULAR PROVIDER, INTERNET PROVIDER, OR ANY OTHER PROVIDER OF DATA, PHONE, OR INTERNET SERVICES.

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED APP, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENT.

The above disclaimer applies to any charges, damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action. The Company will not be liable, in contract, tort (including, without limitation, negligence), under statute or otherwise, as a result of or in connection with the Licensed App, for any: (i)
economic loss (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings); or (ii) loss of goodwill or reputation; or (iii) special or indirect or consequential loss.

IF THE COMPANY IS LIABLE TO YOU DIRECTLY OR INDIRECTLY IN RELATION TO THE LICENSED APP, THAT LIABILITY (HOWSOEVER ARISING) SHALL BE LIMITED TO: THE SUMS PAID BY YOU FOR THE PRIVILEGE OF DOWNLOADING AND LICENSING THE LICENSED APP.

Indemnification

You agree to indemnify the Company or any of its affiliates in full and on demand from and against any loss, damage, costs or expenses which they suffer or incur directly or indirectly as a result of your use of the Licensed App otherwise than in accordance with these Terms of Use or any applicable laws.

Governing Law, Jurisdiction, and Dispute Resolution

You agree that all matters relating to any Licensed App, including all disputes, will be governed by the laws of the United States and by the laws of the State of Oklahoma.

You agree to the personal jurisdiction by and venue in the state and federal courts in Tulsa County, Oklahoma, and waive any objection to such jurisdiction or venue. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees.

In the event of any controversy or dispute between the Company and you arising out of or in connection with your use of any Licensed App, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.

Termination

The license is effective until terminated by you or the Company. Your rights under this license will terminate automatically without notice from the Company if you fail to comply with any term(s) of this license. Upon termination of the license, you shall cease all use of the Licensed App, and destroy all copies, full or partial, of the Licensed App.

General

If any of the provisions of these Terms of Use are held by a court of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use shall remain in full force and effect.

These Terms of Use constitute the entire agreement between you and the Company with regard to your use of any Licensed App, and any and all other written or oral agreements or understandings previously existing between you and the Company with respect to such use are hereby superseded and cancelled.

The Company’s failure to insist on or enforce strict performance of these Terms of Use shall not be construed as a waiver by the Company of any provision or any right it has to enforce these Terms of Use, nor shall any course of conduct between the Company and you or any other party be deemed to modify any provision of these Terms of Use. These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties.

Contact

If by phone: 918-749-1400

If by email: info@noria.com

If by mail:

Noria Corporation

1328 East 43rd Court

Tulsa, Oklahoma 74105