Ncomputing Vspace With X Series Devices End User License Agreement

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END USER LICENSE AGREEMENT

for NComputing vSpace® with
X-series Devices
IMPORTANT - READ THIS CAREFULLY:
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND NCOMPUTING CO., LTD. (“NCOMPUTING”). YOU
MUST CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS OF THIS END USER LICENSE
AGREEMENT (“EULA”) IN ITS ENTIRETY BEFORE INSTALLING OR USING THE NCOMPUTING® VSPACE®
SOFTWARE AND/OR LICENSED DEVICES IN ANY WAY. BY CLICKING ON THE “ACCEPT” BUTTON
PRESENTED IN CONNECTION WITH THIS EULA, OR BY INSTALLING OR USING THE NCOMPUTING®
VSPACE® SOFTWARE AND/OR LICENSED DEVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS
AND CONDITIONS OF THIS EULA. IF YOU ARE AN INDIVIDUAL AGREEING TO THE TERMS OF THIS
EULA ON BEHALF OF AN ENTITY, SUCH AS YOUR EMPLOYER, YOU REPRESENT THAT YOU HAVE THE
LEGAL AUTHORITY TO BIND THAT ENTITY TO THE TERMS OF THIS EULA. IF YOU DO NOT HAVE SUCH
AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS OF THIS EULA, THEN PLEASE EXIT THIS
PAGE WITHOUT CLICKING ON THE “ACCEPT” BUTTON, DO NOT INSTALL OR USE THE NCOMPUTING®
VSPACE® SOFTWARE AND/OR LICENSED DEVICES, AND IMMEDIATELY DELETE THE NCOMPUTING®
VSPACE® SOFTWARE FROM THE COMPUTER ON WHICH IT WAS COPIED OR DOWNLOADED. BY DOING
SO YOU FOREGO ANY IMPLIED OR STATED RIGHTS TO INSTALL OR USE THE NCOMPUTING® VSPACE®
SOFTWARE AND/OR LICENSED DEVICES.
1.	 OVERVIEW.  The terms and conditions set forth in this EULA apply to the NComputing®
vSpace® desktop virtualization software (the “Software”). This EULA supersedes all other
licensing terms for the Software. Updates to the Software provided by NComputing through
Internet-based services or other means are also subject to this EULA, unless other terms
accompanying those updates explicitly supersede or amend this EULA.
The Software is licensed on both a per Licensed Device and per Licensed Computer basis. The
Licensed Device connected to a user session is not equivalent to a personal computer and is
not compatible with all personal computer applications including software and/or peripherals.
Licensed Devices cannot be operated as independent computers; they must be connected
to a host computer. Since the Licensed Devices share the Licensed Computer’s resources, the
Licensed Devices display performance may decrease if the Licensed Computer’s processor(s)
or other resources become overloaded as more Licensed Devices are attached to the Licensed
Computer or by users running resource intensive applications.
2.	 DEFINITIONS.  The following definitions will be used throughout this EULA:
a.	 “Software” means the NComputing vSpace desktop virtualization software.
b.	 “Licensed Device” means a genuine NComputing X-series PCI card or access device.
c.	 “Licensed Computer” means a physical machine running a licensed operating system on
which the Software is installed that hosts one or more user sessions to which one or more
Licensed Devices connect.
d.	 “Open Source Software” means any software or software component, module or package
that contains, or is derived in any manner (in whole or in part) from, any software that
is distributed as free software, open source software or similar licensing or distribution
models, including, without limitation, software licensed or distributed under any of the
following licenses or distribution models, or licenses or distribution models similar to any
of the following: (a) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL); (b) the
Artistic License (e.g., PERL); (c) the Mozilla Public License; (d) the BSD License; and (e) the
Apache License.
e.	 “You” or “you” means the company, entity or individual who enters into this EULA and has
rightfully acquired the Software from NComputing or its authorized sources.
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3.	 INSTALLATION AND USE LICENSE.  Subject to the terms and conditions set forth in this EULA
and conditional upon your compliance therewith, NComputing grants to you a limited, nonexclusive license to use the Software on a Licensed Computer with a Licensed Device. To use
the Software under a license, you must assign that license to a Licensed Computer in which you
have installed your X-series PCI card that is associated with this license. You assign the Software
to the Licensed Computer via the NComputing registration process.
a.	 Installation of Software on Licensed Computer.  You may install one copy of the
Software on one Licensed Computer. You may then connect up to the maximum number of
supported Licensed Devices defined for this license type to this Licensed Computer. Except
as provided in the Storage and Host Computer Upgrade sections below, you may not use
the Software on any other computer.
b.	 Connection of Licensed Devices.  You may directly connect the X-series access device(s)
associated with this license to the X-series PCI card installed in the Licensed Computer.
c.	 Microsoft Windows Licenses.  You are licensed by NComputing to use the vSpace
Software under the terms of the EULA. You must also acquire the appropriate number
of Windows Server licenses and Client Access Licenses for each device or user accessing
Windows Server software. You cannot use the vSpace Software with Windows Client
software (i.e., Windows Vista, Windows 7) unless a single user and no other user accesses
the same Windows Client software at any one time, or you are authorized to do so under an
applicable license from Microsoft or as expressly set forth below (see “Microsoft Windows
Server to Windows XP License Rights”). In all cases, your rights and obligations with respect
to the use of vSpace Software with Windows Server software and Windows Client software
are defined by both the NComputing vSpace Software EULA and the applicable Microsoft
Software License Agreement or EULA.
4.	 ADDITIONAL LICENSING REQUIREMENTS AND/OR USE RIGHTS. 
a.	 Storage.  You may store one copy of the Software on a storage device, such as a network
server. You may use that copy to install the Software on any other computer to which a
license has been assigned.
b.	 Microsoft Windows Server to Windows XP License Rights.  If you have licensed the
appropriate number of Windows Server operating system and associated Client Access
Licenses for simultaneous access by multiple users to the Licensed Computer, you may
install and run the Software on a separately licensed Windows XP Client operating system
for simultaneous access by multiple users in lieu of the Windows Server operating system.
You may only install and use either the Windows Server operating system software or
the Windows XP Client operating system software but not both. This paragraph provides
supplemental rights to, and does not limit your existing rights and obligations under,
applicable Microsoft Software License Agreements or EULAs. Microsoft does not provide
any support for the Software or for the Windows XP Client operating system in this
configuration; you should seek support from NComputing for issues relating to the Software
and its use with the Windows XP Client operating system.
5.	 LICENSE RESTRICTIONS.  Unless applicable law gives You more rights despite the limitations
in this EULA, You may use the Software only as expressly permitted herein. You must comply
with any technical limitations in the Software that only allow you to use it in certain ways. You
may connect the Licensed Computer on which the Software is installed to up to the maximum
number of Client Devices permitted by NComputing in the documentation accompanying the
Software. Furthermore, you may not:
•	

use the Software on any devices or products other than those that you or your business
organization own or have a valid legal right to use;

•	

use the Software on any devices other than a Licensed Computer;

•	

connect the Licensed Computer on which the Software is installed to more than the
maximum number of Client Devices permitted by NComputing in the applicable
documentation;

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•	

modify, translate, reverse engineer, decompile, disassemble or otherwise attempt (i) to
defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection
mechanisms in the Software, including without limitation any such mechanism used to
restrict or control the functionality of the Software, or (ii) to derive the source code or the
underlying ideas, algorithms, structure or organization from the Software (except that the
foregoing limitation does not apply to the extent that such activities may not be prohibited
under applicable law); or

•	

make more copies of the Software than expressly permitted in this EULA;

•	

publish the Software for others to copy; or

•	

rent, lease, distribute, lend, sublicense, modify or create derivative works based on the
Software or any part thereof, or grant to any third party any rights in the Software and its
accompanying documentation, or any modifications of any of the foregoing, without the
prior written consent of NComputing.

6.	 OWNERSHIP.  The Software is licensed, not sold. NComputing reserves all rights not expressly
granted herein. All intellectual property rights in and to the Software, including without
limitation, all patents, copyrights, trademark, trade secret and other proprietary rights of any
kind, remain solely the property of NComputing or its licensors.
7.	 REASSIGNMENT OF THE SOFTWARE.  You may reassign your copy of the Software to a new or
upgraded Licensed Computer, provided that you first uninstall the Software from the original
Licensed Computer on which it was previously installed and assigned to and then register
and reassign your copy of the Software to the new Licensed Computer via the NComputing
registration process. You may reassign your copy of the Software in this manner no more than
two (2) times.
8.	 SCOPE OF LICENSE.  The Software is licensed, not sold. This EULA only gives you some rights
to use the Software. NComputing reserves all other rights. The rights granted to you under this
EULA are conditional upon your compliance with the terms and conditions set forth herein.
Unless applicable law gives you more rights despite the limitations in this EULA, you may use
the Software only as expressly permitted in this EULA. In doing so, you must comply with any
technical limitations in the Software that only allow you to use it in certain ways. All intellectual
property rights in and to the Software and the Licensed Device(s), including without limitation,
all patents, copyrights, trademark, trade secret and other proprietary rights of any kind remain
solely the property of NComputing or its licensors. You may not work around any technical
limitations in the Software; reverse engineer, decompile or disassemble the Software; make
more copies of the Software than specified in this EULA; publish the Software for others to
copy; or display, disclose, rent, lease, distribute, lend or create derivative works based on the
Software or any part thereof.
You as the initial end user of the Software may make a one-time permanent License transfer
to another third-party end user. The transfer may not be an indirect transfer, such as a
consignment. If you transfer the Software, you must uninstall it from the Licensed Computer,
transfer all copies, including backups and originals, or destroy all copies not transferred. The
recipient of this transfer must agree to comply with the terms of this EULA, including the
obligation not to further transfer the Software.
9.	 REQUIREMENTS FOR ADDITIONAL THIRD PARTY SOFTWARE LICENSES.  Additional
operating system, application software, and/or access licenses may be required for some
operating systems and software applications to be used with the Software. Refer to Paragraphs
2.c and 3.b above and check each of your end user software license agreements to determine
if additional licenses are required. NComputing is under no obligation to advise, consult
or otherwise provide guidance to you regarding third-party software licensing. You shall
indemnify and hold NComputing and its distributors harmless from any and all claims,
damages, costs, liabilities, etc. arising from your improper use of the Software or any other third
party software.

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10.	 REGISTRATION AND VALIDATION. 
a.	 NComputing requires your copy of the Software to be registered and validated online in
the manner described during its installation and setup. Validation verifies that your copy of
the Software is properly licensed. Without validation, your copy of the Software will only
function until, and all license rights granted herein shall expire upon, the expiration of first
thirty (30) calendar days from the date the Software was first installed by you.
b.	 The Software may, from time to time, also require re-validation in order to confirm that your
copy of the Software is still properly licensed.
c.	 During the registration and validation processes, the Software will send information relating
to the Software, Licensed Computer or the Client Device(s), to NComputing. This information
includes, but is not limited to, the version and key code of the Software, the Internet
protocol address of the Licensed Computer or the Client Device(s), and other information
provided by the end user of the Software. For additional information on registration and
validation please visit the NComputing knowledge base at: www.ncomputing.com
d.	 If, during the validation process, the Software is found not to be properly licensed or
registered, the functionality of the Software may be affected. For example, you may
•	

need to reactivate the Software, or

•	

receive reminders to obtain and activate a properly licensed copy of the Software; and
you may not be able to

•	

use or continue to use some or all of the features of the Software, or

•	

obtain certain updates to the Software from NComputing.

11.	 UPDATE SERVICES.  NComputing may make use of Internet-based services in the Software
(the “Update Services”) to deliver to you Updates (as defined below) and/or notifications
in connection with the Software. NComputing reserves the right to change its method
of delivering the Update Services at any time. You must not interfere in any way with the
Update Services. NComputing shall not be responsible for any errors in the Software or the
Management Center License Keys that would have been fixed by Updates to the Software that
NComputing attempted to provide but that were not applied because of interference with the
Update Services.
a.	 From time to time, NComputing may, at its own discretion, create updates and/or patches
(hereinafter collectively referred to as “Updates”) to the Software. Updates may include
support for and compatibility with operating system updates or service packs, bug fixes,
and incremental improvements. Updates do NOT include major upgrades to the Software,
which may contain major feature additions, support for previously unsupported operating
systems, or support for new hardware products; such major upgrades constitute new
software for which NComputing may charge additional fees and which may or may not be
made available via the Update Services.
b.	 If available, you may obtain Updates at no additional charge within one (1) year after
the date of your purchase of a license for the Software, provided that you have properly
registered such Software and assigned it to your Licensed Computer.
c.	 After one year from the date of your purchase, NComputing may make further updates
available to you for an additional fee per its Support and Subscription (SnS Terms and
Conditions).
d.	 You may obtain Updates only from NComputing or its authorized sources.
e.	 The Software is designed to be compatible with currently supported operating systems and
computer hardware. Notwithstanding the foregoing, NComputing does not warrant and/
or represent that the Software will be compatible with any operating systems, applications,
hardware or software, or any updates or upgrades thereto. If you upgrade your operating
system, applications, hardware or software, NComputing will not be liable for any problems
that may occur as a result of an incompatibility between the Software and any such
upgraded hardware or software product.

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f.	 You may not use these Update Services in any way that could harm them or impair anyone
else’s use of the Software and/or the Update Services. You may not use these Update
Services to try to gain unauthorized access to the Software, any Licensed Computer(s) or
Client Device(s), or any other software, service, data or network.
12.	 DATA USE RIGHTS.  You acknowledge and agree that NComputing may collect and use any
information generated by the Software, including, but not limited to, error reports, connection
logs and other reports related to the Software and its usage and maintenance, to improve
NComputing’s software and services. NComputing may also share such information with third
parties, such as other hardware and software vendors, who may use it to improve their own
products and services.
13.	 SUPPORT SERVICES.  You may purchase maintenance and support services from NComputing
pursuant to a separately executed support agreement (e.g. NComputing’s Premium Support
subscription). Maintenance and support terms for the Software and/or Client Device(s) are
outside the scope of this EULA and are covered separately in the Limited Hardware Warranty
documentation available online for download in the Support section of NComputing’s website
at: www.ncomputing.com.
14.	 TERM AND TERMINATION.  This EULA will remain in effect until terminated. Unauthorized
copying of the Software or failure to comply with the terms of this EULA will result in automatic
termination of this EULA and all licenses granted herein, and will make available to NComputing
other legal remedies. This EULA and all licenses granted herein will automatically terminate
if You go into liquidation, suffer or make any winding up petition, make an arrangement with
Your creditors, or suffer or file any similar action in any jurisdiction in consequence of debt. This
EULA and all licenses granted herein may also be terminated by NComputing as set forth in
Section 15 below. Upon any termination of this EULA, You shall cease all use of and destroy all
of your copies of the Software. Notwithstanding the expiration or termination of this EULA, it
is acknowledged that those rights and obligations that by their nature are intended to survive
such expiration or termination will survive, including, without limitation, the disclaimers of
warranties and limitations of liability provided herein.
15.	 LIMITED SOFTWARE WARRANTY; DISCLAIMER OF WARRANTIES.  NComputing warrants
that the Software (and any Updates thereto) will perform substantially in accordance with the
applicable user documentation for a period of ninety (90) days from the date of your purchase
of the Software (the “Limited Warranty”). NComputing’s and its suppliers’ sole liability, and your
exclusive remedy, for any breach of this Limited Warranty or for breach of any other warranty
related to the performance of the Software shall be, at NComputing’s option, (i) to terminate
this EULA and return the amount paid by you for the affected Software; or (ii) to repair or
replace the Software to make it perform substantially in accordance with the Limited Warranty.
This Limited Warranty shall not apply (i) if you make any unauthorized modifications to the
Software, or misuse, abuse of the Software; (ii) if you use the Software for purposes other than
its intended use; or (ii) if you violate any terms and conditions of this EULA. NComputing and
its suppliers make no warranties, and provide no remedies, in connection with any defects
discovered after the ninety-day Limited Warranty period.
EXCEPT FOR THE LIMITED WARRANTY PROVIDED ABOVE, THE SOFTWARE, INCLUDING
WITHOUT LIMITATION ANY OPEN SOURCE SOFTWARE INCORPORATED THEREIN OR PROVIDED
THEREWITH, AND ANY ACCOMPANYING DOCUMENTATION, ARE PROVIDED “AS IS”.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTIES EXPRESSLY
STATED HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR SATISFACTORY QUALITY,
WHICH NCOMPUTING SPECIFICALLY DISCLAIMS, FOR ITSELF AND ON BEHALF OF ITS SUPPLIERS,
TOGETHER WITH ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE
IN TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM
NCOMPUTING OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS
AGREEMENT.

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SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE
DISCLAIMER OF IMPLIED WARRANTIES ABOVE MAY NOT APPLY TO YOU, IN WHICH CASE THE
DURATION OF ANY SUCH IMPLIED WARRANTIES SHALL BE LIMITED TO NINETY (90) DAYS
FROM THE DATE YOU PURCHASED THE SOFTWARE; PROVIDED, HOWEVER, THAT IN SUCH CASE
NCOMPUTING’S OR ITS SUPPLIERS’ SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR BREACH
OF SUCH IMPLIED WARRANTIES SHALL IN ANY CASE BE, AT NCOMPUTING’S OPTION, (i) TO REPAIR
OR REPLACE THE SOFTWARE TO CONFORM IT TO SUCH APPLICABLE WARRANTY, OR (ii) TO
TERMINATE THIS EULA AND RETURN THE AMOUNT PAID BY YOU FOR THE AFFECTED SOFTWARE.
NCOMPUTING DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE
UNINTERRUPTED OR ERROR FREE OR THAT THE SOFTWARE WILL MEET YOUR SPECIFIC
REQUIREMENTS. YOU ACKNOWLEDGE AND AGREE THAT PERFORMANCE OF THE SOFTWARE MAY
VARY DEPENDING ON THE LICENSED COMPUTER, CLIENT DEVICE, THE SOFTWARE PROGRAMS
RUNNING ON THE FOREGOING (INCLUDING THE SOFTWARE), AND THE BANDWIDTH AND
CONFIGURATION OF THE NETWORK CONNECTING THEM. SINCE ALL CLIENT DEVICES SHARE THE
LICENSED COMPUTER’S RESOURCES, A CLIENT DEVICE’S PERFORMANCE MAY DECREASE IF THE
LICENSED COMPUTER’S PROCESSOR(S) OR OTHER RESOURCES BECOME OVERLOADED AS MORE
CLIENT DEVICES ARE CONNECTED TO THE LICENSED COMPUTER OR IF A USER RUNS RESOURCE
INTENSIVE APPLICATIONS.
16.	 LIMITATION OF LIABILITY.  EXCEPT TO THE EXTENT THAT LIABILITY MAY NOT BY LAW BE
LIMITED OR EXCLUDED, IN NO EVENT WILL NCOMPUTING OR ITS SUPPLIERS BE LIABLE FOR LOSS
OR CORRUPTION OF DATA, LOST PROFITS OR LOSS OF CONTRACTS, COST OF PROCUREMENT
OF SUBSTITUTE PRODUCTS OR OTHER SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL
OR INDIRECT DAMAGES ARISING FROM THE SUPPLY OR USE OF THE SOFTWARE, HOWEVER
CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE).
THIS LIMITATION WILL APPLY EVEN IF NCOMPUTING OR AN AUTHORIZED DISTRIBUTOR
OF NCOMPUTING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT
SHALL NCOMPUTING’S OR ITS SUPPLIERS’ LIABILITY EXCEED THE AMOUNT PAID BY YOU FOR
THE AFFECTED SOFTWARE. YOU ACKNOWLEDGE AND AGREE THAT THIS PROVSION REFLECTS A
REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES.
17.	 LIMITED HARDWARE WARRANTY AND LIABILITY.  Licensed Devices are covered by a separate
limited hardware warranty which is available for download in the Support section of the
NComputing website at www.ncomputing.com
18.	 COMPLIANCE WITH LAW.  You agree to use the Software and the Licensed Devices solely in
accordance with, and within the limits permitted, by applicable laws, rules, regulations and
orders.
19.	 U.S. Government End User Purchasers.  The Software and any other NComputing
software covered under this EULA are “commercial items” as that term is defined at 48 C.F.R.
2.101; consisting of “commercial computer software” and “commercial computer software
documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48
C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Software and any
other NComputing software and documentation covered under this EULA with only those rights
set forth herein.
20.	 JURISDICTION AND DISPUTES.  Except as otherwise set forth in Attachment A (if applicable),
of this EULA, including all revisions and amendments thereto, is governed by and construed
in accordance with the laws of the Republic of Korea, without regard to its conflict or choice
of law principles. Notwithstanding any choice of law provision or otherwise, and the United
States Uniform Computer Information Transactions Act the United Nations Convention on the
International Sale of Goods shall not apply.
21.	 ARBITRATION.  Except as otherwise set forth in Attachment A (if applicable), Customer
unconditionally consents and agrees that: (i) any claim, dispute or controversy (whether in
contract, tort, or otherwise) Customer may have against NComputing or its officers, directors,
agents and employees arising out of, relating to, or connected in any way with the Software or
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this EULA (including its existence, validity or termination), will be finally resolved by arbitration
to be held in Seoul, Korea and conducted in English under the Rules of Arbitration of the
International Chamber of Commerce provided, however, that each party may enforce its or its
Affiliates’ (defined below) intellectual property rights in any court of competent jurisdiction,
including but not limited to equitable relief. The arbitral award shall be final and binding on
the parties. Except to the extent entry of judgment and any subsequent enforcement may
require disclosure, all matters relating to the arbitration, including the award, shall be held in
confidence. For purposes of this EULA, Affiliate means, any corporation or other entity that is
controlled by, or is under common control with a party (a corporation or other entity shall be
deemed to control another if it owns or controls more than fifty percent (50%) of the voting
stock or other ownership interest of the corporation or entity).
22.	 EXPORT.  Software, Licensed Devices and Documentation, including any technical data
provided by NComputing hereunder, may be subject to export, re-export or import control
laws under the country of origin, destination or use, including regulations under such laws.
Customer shall comply fully with all international and national laws and regulations that
apply to the Software, Licensed Devices and Documentation and to Customer and Customer
Representative’s use thereof, including, but not limited to, the U.S. Export Administration
Regulations, end-user, end-use and destination restrictions issued by U.S. and other
governments. Without limiting the generality of the foregoing, Customer expressly agrees that
Customer shall not, and shall cause Customer Representative to agree not to, export, directly
or indirectly, re-export, divert, or transfer the Software, Licensed Devices and Documentation
or any technical data thereof to any destination, company or person restricted or prohibited
by U.S. laws or regulations or laws or regulations of any other applicable jurisdiction. Customer
represents and warrants that (i) Customer is not located in a country that is subject to a U.S.
Government embargo, or that has been designated by the U.S. Government as a “terrorist
supporting” country; and (ii) Customer are not listed on any U.S. Government list of prohibited
or restricted parties.
23.	 ASSIGNMENT.  You may not transfer, assign or delegate any of your rights or obligations under
this EULA, in whole or in part, whether voluntarily, by operation of law, by merger or sale of
all or substantially all of your stock or assets, or otherwise, without the prior written consent
of NComputing. Any purported transfer, assignment, or delegation by You without such prior
written consent shall be null and void. NComputing has the right to transfer, assign or delegate
any of its rights or obligations under this EULA to one or more third parties without Your
consent, including through reorganization, reincorporation, merger, change of control, or a sale
of all or substantially all of NComputing’s stocks or assets. Subject to the foregoing, this EULA
shall bind and inure to the benefit of each party’s successors and permitted assigns.
24.	 NO WAIVER.  Any waiver of any right or remedy by NComputing is not valid and effective,
unless, and to the extent that it is express and in writing that states such right and remedy to
be waived. Selection by NComputing of a specific remedy does not constitute, and shall not
be interpreted to constitute, a waiver of any other remedy of NComputing, and NComputing’s
failure to select a specific remedy does not constitute, and shall not be interpreted to constitute,
a waiver of such remedy.
25.	 SEVERABILITY.  Should any section, or portion thereof, of this EULA be held invalid by reason
of any law existing now or in the future in any jurisdiction by any court of competent authority
or by a legally enforceable directive of any governmental body, such section or portion thereof
shall be validly reformed so as to approximate the intent of the parties as nearly as possible and,
if unreformable, shall be deemed divisible and deleted with respect to such jurisdiction; this
EULA shall not otherwise be affected.
26.	 INTEGRATION.  This EULA constitutes the entire understanding of the parties, and revokes
and supersedes all prior agreements, oral or written, between the parties, and is intended as a
final expression of their agreement, regarding the subject matter of this EULA other than any
document expressly incorporated herein by reference. It shall not be modified or amended
except in writing signed by the parties hereto and specifically referring to this EULA.
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ATTACHMENT A
LOCAL TERMS AND CONDITIONS - United States of America
The following terms apply to Customer with its principal offices within United States of America or
is a resident of the United States of America or to the extent that the laws of the United States of
America apply to Customer’s use of the Software.
This Agreement and Customer’s relationship with NComputing shall be governed and construed in
accordance with the laws of the state of California, without regard to its conflict of law provisions.
Subject to NComputing’s right to seek injunctive remedies (or an equivalent type of urgent legal
relief) in any jurisdiction, Customer unconditionally consents and agrees that: (1) any claim, dispute,
or controversy (whether in contract, tort, or otherwise) Customer may have against NComputing
or the officers, directors and employees of NComputing and its subsidiaries or Affiliates (all such
individuals and entities collectively referred to herein as the “NComputing Entities”) arising out of,
relating to, or connected in any way with the Software or this EULA (including its existence, validity
or termination) or the determination of the scope or applicability of this agreement to arbitrate,
will be resolved exclusively by final and binding arbitration administered by JAMS or another
mutually-acceptable alternative dispute resolution provider (“Arbitration Tribunal”) and conducted
in the United States before a sole arbitrator in accordance with the rules of the Arbitration Tribunal;
(2) this arbitration agreement is made pursuant to a transaction involving interstate commerce in
the United States, and shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16; (3)
the arbitrator’s decision shall be controlled by this Agreement and any of the other agreements
referenced herein that the applicable Customer may have entered into in connection with the
Software; (4) the arbitrator shall honor claims of privilege recognized at law; (5) there shall be no
authority for any claims to be arbitrated on a class or representative basis, arbitration can decide
only Customer’s and/or the applicable NComputing Entity’s individual claims; the arbitrator may
not consolidate or join the claims of other persons or parties who may be similarly situated; (6)
the arbitrator shall not have the power to award punitive, exemplary, special or consequential
damages against Customer or any NComputing Entity; (7) in the event that the administrative fees
and deposits that must be paid to initiate arbitration against any NComputing Entity exceed $125
USD, and Customer is unable (or not required under the rules of the Arbitration Tribunal) to pay
any fees and deposits that exceed this amount, NComputing agrees to pay them and/or forward
them on Customer’s behalf, subject to ultimate allocation by the arbitrator. In addition, if Customer
is able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of
litigation, NComputing will pay as much of Customer’s filing and hearing fees in connection with the
arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive;
and (8) with the exception of subparts (5) and (6) above, if any part of this arbitration provision is
deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the rules of the Arbitration
Tribunal, then the balance of this arbitration provision shall remain in effect and shall be construed
in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were
not contained herein. If, however, subpart (5) or subpart (6) is found to be invalid, unenforceable or
illegal, then if NComputing so elects, the entirety of this arbitration provision shall be null and void,
and neither Customer nor NComputing shall be entitled to arbitrate their dispute. 

LOCAL TERMS AND CONDITIONS – Europe
The following terms apply to any Customer with its principal offices or residence within the
European Economic Area (EEA) or European Union, or Switzerland, Iceland, Montenegro, Serbia,
Kosovo, Albania, Bosnia & Herzegovina, Macedonia, San Marino, Monaco, Vatican City, the Channel
Islands, the Isle of Man, overseas departments of France, or the Faeroe Islands:
1.	 Despite paragraph 20 of this Agreement, this Agreement and Customer’s relationship with
NComputing shall be subject to the laws and jurisdiction of the state listed above in which you
have your principal offices or, if you are not a business, the state listed above where you are
resident.
2.	 Despite any term of this Agreement in paragraph 5 or elsewhere to the contrary, and to the
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extent required by Directive 91/250/EEC (as amended) on the legal protection of computer
programs as  implemented in your jurisdiction, for the time while you have the right to use the
Software you have the right to:
2.1.	 make a back-up copy to the extent that it is necessary to do so to use the Software;
2.2.	 observe, study or test the functioning of the Software in order to determine the ideas and
principles which underlie any element of the program if you do so while performing any
of the acts of loading, displaying, running, transmitting or storing the program which you
are entitled to do; and
2.3.	 disassemble, decompile, reverse engineer or create derivative works based on the whole,
or any part, of the Software but in either case only to the extent that such actions cannot
be prohibited because they are essential for the purpose of achieving inter-operability of
the Software with another software program, and provided that the information obtained
by you during such activities: (i) is used only for the purpose of achieving inter-operability
of the Software with another software program (ii) is not unnecessarily disclosed or
communicated to any third party without the NComputing’s prior written consent; and
(iii) is not used to develop, produce or market any software which is substantially similar
to the Software or for any other act which infringes copyright.
3.	 Nothing in this EULA (in particular paragraphs 15 and 16) shall exclude or limit, or be taken
as seeking to exclude or limit, any liability which the applicable law does not permit to be
excluded, or, as the case may be, limited but only to the extent that such exclusion or limitation
is not permitted or would make the EULA unenforceable. Depending on the applicable law, this
may include willful misconduct, gross negligence, death or injury caused by negligence, fraud,
fraudulent misrepresentation or warranties as to ownership which cannot be excluded by law.
4.	 Despite paragraph 21, the place of Arbitration shall be London, England.

1900 S. Norfolk Street, Suite 245 | San Mateo, CA 94403 |  1.650.409.5959 |  info@ncomputing.com |  www.ncomputing.com
© Copyright 2015 NComputing Co., Ltd. All rights reserved. NComputing is the property of NComputing. Other trademarks and trade names are the property of their
respective owners. Specifications subject to change without notice. Performance may vary, depending on the configuration of the shared computer.

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