Smith Micro Software, Inc. ("SMSI")

QuickLink Zero™ - End User Software License Agreement

Smith Micro Software License Agreement

PLEASE READ THIS END USER SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE USING THE SOFTWARE. BY INSTALLING AND USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THE SOFTWARE. USING ANY PART OF THE SOFTWARE INDICATES THAT YOU ACCEPT THESE TERMS. THIS LICENSE SHALL BECOME EFFECTIVE ON THE DATE YOU ACCEPT THIS LICENSE OR INSTALL AND/OR USE THE SOFTWARE (OR ANY PART THEREOF), WHICHEVER OCCURS EARLIER ("EFFECTIVE DATE"). THIS LICENSE IS BETWEEN YOU AND SMSI CONCERNING YOUR USE OF THE SOFTWARE.

GRANT OF LICENSE

Subject to the provisions contained herein, SMSI hereby grants to you a non-exclusive, non-transferable, license to install and use the Software solely as expressly permitted herein. The terms of this License will apply to any updates SMSI makes available unless the update is accompanied by a separate license, in which case, the terms of that license agreement will apply.

The SMSI software subject to this License ("Software") is licensed, not sold. This License only gives you some rights to use the Software. All rights not expressly granted in this License are reserved by SMSI. Title, ownership rights and intellectual property rights in and to the Software (e.g., updates, upgrades, releases, copies, and related documentation) shall remain in SMSI and its suppliers/licensors and are protected by United States copyright law and international treaty provisions. Nothing in this License constitutes a waiver of SMSI's rights under U.S. or international copyright law or any other federal or state law. You agree that you will not take any action to interfere with SMSI's or its suppliers' ownership of or rights in the Software.

The Software contains third party programs (e.g., and such third party programs are not subject to this License. The license terms with those programs or as otherwise set forth herein apply to your use of them.

PERMITTED USES AND RESTRICTIONS

This License allows you to install and use the Software on a single device at a time. Except as permitted by applicable law and this License, you may not work around or circumvent any technical limitations in the Software; decompile, reverse engineer or disassemble the Software, and from using, distributing and copying any subcomponents or files in any manner, except as expressly permitted by this License, including without limitation, on a standalone basis; make more copies of the Software than specified in this License; publish the Software for others to copy; modify, rent, lease, loan or distribute the Software; create derivative works of, using, or based on, the Software; or transmit the Software over a network. You may not transfer your rights under this License or this License to any third party.

All Software names and other product names mentioned in the Software or its documentation and materials are used for identification purposes only and may be trademarks or registered trademarks of their respective companies. Registered and unregistered trademarks used herein are the exclusive property of their respective owners. You may not remove, modify, alter, cover or deface any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software and any of its documentation or materials. This License does not authorize you to use SMSI's or its licensors' names or respective trademarks.

CONFIDENTIAL DISCLOSURE

This Software contains trade secrets and proprietary know-how belonging to the Manufacturer and it is being made available to you in strict confidence. You may copy, use, download, install or otherwise benefit from the functionality or intellectual property of this Software only in strict accordance with this license agreement and any separate license agreements associated with third party software components that may be provided. Any use or disclosure of this Software, or its algorithms, protocols, or interfaces, other than in strict accordance with this license agreement is prohibited. You are also prohibited from disassembling and reverse engineering the Software, and from using, distributing and copying any subcomponents or files in any manner including on a standalone basis.

THIRD PARTY SERVICES

This Software may be used with a third party service offering (e.g., telecommunication services, data services, etc.) and this License does not apply to any third party service offering(s). Any third party services provided with the Software may be subject to terms and conditions from the provider of the service. Any terms, conditions, warranties, or representations associated with any third party services are independent of this License and solely between you and such third party.

THIRD PARTY ACKNOWLEDGEMENTS/LICENSES

Portions of the Software include third party software and other copyrighted material (collectively, "TPS"). Acknowledgements, licensing terms, restrictions and disclaimers of such TPS are contained in the "About Credits Screen" of the Application and your use of such TPS is governed by such respective terms. Any terms of this License that differs from the terms of any TPS are offered by SMSI alone, and not by any other licensor.

COLLECTION OF DATA NOTICE

This Software includes features that allows for the collection and transmission of your personally identifiable and non-personally identifiable information, including without limitation, your device, system and peripherals. SMSI on behalf of the service provider providing this Software to you, collects, stores and processes information about your use of the Software for the purposes of (i) providing services to you, (ii) facilitating the provisioning of updates, product support and other services to you (if any) related to the Software, and (iii) comply with all applicable laws and/or regulations. Use of the Software is also subject to (in addition to this License) the Smith Micro Software, Inc.'s Online Privacy Policy Statement located at http://www.smithmicro.com/ privacy.aspx, which is incorporated into this License by this reference. .

DISCLAIMER OF WARRANTY ON SOFTWARE

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND AND SMSI, ITS SUPPLIERS, DISTRIBUTORS AND ANY LICENSOR(S) EXPRESSLY DISCLAIM ALL WARRANTIES AND/OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND/OR CONDITIONS OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. SMSI DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. FURTHERMORE, SMSI DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SMSI OR ANY AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU (AND NOT SMSI OR ANY AUTHORIZED REPRESENTATIVE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, 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 IS LIMITED TO THIRTY (30) DAYS FROM THE DATE YOU FIRST INSTALLED THE SOFTWARE ON YOUR COMPUTER; PROVIDED, HOWEVER, THAT YOUR SOLE AND EXCLUSIVE REMEDY, AND SMSI'S SOLE OBLIGATION SHALL IN ANY CASE BE THAT SMSI WILL, AT ITS OPTION, REPAIR OR REPLACE YOUR COPY OF THE SOFTWARE, OR TERMINATE THIS LICENSE AND REFUND AMOUNTS ALREADY PAID THEREFOR BY YOU.

TERM; TERMINATION

This License remains in full force and effect until terminated. Your rights under this License will terminate automatically without notice if you fail to comply with any term(s) of this License. You may terminate this License at any time by returning, deleting or destroying the Software and its documentation, together with all copies, in any form. SMSI is in no way obliged to issue refunds. Upon termination, you will immediately cease all use of the Software, return, delete or destroy both the Software and its documentation, together with all copies, in any form, and so certify in writing to SMSI your compliance with this provision. All provisions of this License that protect SMSI's intellectual property and proprietary rights continue in full force and effect after termination.

LIMITATION OF LIABILITY

REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, TO THE EXTENT PERMITTED BY THE LAW OF THE JURISDICTION IN WHICH YOU OBTAINED THIS LICENSE, SMSI, ITS SUPPLIERS, DISTRIBUTORS AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY CHARACTER, INCLUDING BUT NOT LIMITED TO DAMAGES FOR COMPUTER MALFUNCTION, LOSS OF INFORMATION, LOST PROFITS AND BUSINESS INTERRUPTION, AND THE COST TO OBTAIN SUBSTITUTE SOFTWARE, ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE USE OF (OR INABILITY TO USE) THE SOFTWARE HOWEVER CAUSED AND WHETHER ARISING UNDER A THEORY OF CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SMSI, ITS SUPPLIERS, DISTRIBUTORS OR LICENSORS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL SMSI'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNT PAID FOR THIS LICENSE TO THE SOFTWARE.

EXPORT LAW ASSURANCES

Export, re-export of this Software is governed by the laws and regulations of the United States and import laws and regulations of certain other countries. Export or re-export of Software to any entity on the Denied Parties List and other lists promulgated by various agencies of the United States Federal Government is strictly prohibited.

U. S. GOVERNMENT END USERS

The Software is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause of DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights clause at 48 CFR 52.227-19, as applicable. The Manufacturer of this Software is Smith Micro Software, Inc., 51 Columbia, Aliso Viejo, CA 92656.

CONTROLLING LAW AND SEVERABILITY

If there is a local subsidiary of SMSI in the country in which the Software License was purchased, then the local law in which the subsidiary sits shall govern this License. Otherwise, this License shall be governed by the laws of the United States and the State of California, regardless of conflict of laws principles. The laws of the state where you live govern all other claims, including claims under consumer protection laws, unfair competition laws, and in tort. Exclusive jurisdiction over and venue of any suit arising out of or relating to this Agreement will be in the state and federal courts of Orange County, California. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.

COMPLETE AGREEMENT

This License constitutes the entire agreement between the parties with respect to the use of the Software and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and duly signed by SMSI.

LEGAL EFFECT

This License describes certain legal rights. You may have other rights under the laws of your state or country. You may also have rights with respect to the party from whom you acquired the Software. This License does not change your rights under the laws of your state or country if the laws of your state or country do not permit it to do so.

Version: QLZ-20130109