HomeMy WebLinkAboutContract 46507 CRY SEC
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ADVISORY NOTE:THIS AGREEMENT APPLIES TO MOBILEIRON'S ON-PREMISE SOFTWARE AND MOBILEIRON'S SAAS PRODUCTS.
MOBILEIRON,INC.
EVALUATION AGREEMENT FOR ON-PREMISE SOFTWARE AND/OR SAAS PRODUCTS
(version 2014-01-06)
MOBILEIRON: Mobilelron,Inc. CUSTOMER:Legal Name: City of Fort Worth
415 East Middlefield Road Address: 1000 Throckmorton Street
Mountain View,CA 94043 Address: Fort Worth,TX 76102
USA Address:
Country: USA
This Evaluation Agreement for Software and/or SaaS Products("Agreement')is entered into as of the later date signed below(the
"Effective Date")by and between Mobilelron and Customer.
A.For evaluation of Mobilelron's on-premise Software(see Section B below for evaluation of Mobilelron's SaaS Products):
1. Software. For purposes of this Agreement, "Software" means any object code version of Mobilelron's proprietary
computer programs delivered to Customer pursuant to this Agreement, including any server-side, device-side, virtual machine
and/or installer software,any Documentation,any modifications to the foregoing provided to Customer hereunder, and all copies
of the foregoing. All terms not defined in this document shall have the meaning set forth in the EULA(as defined below).
2. Evaluation Period. Mobilelron agrees to provide Customer with access to the Software for evaluation purposes for a
period of thirty (30) days, provided, however, the evaluation period may be extended up to ninety (90) days upon written
authorization by Mobilelron. Any such evaluation period shall commence on the date such Software is first made available for
download by Customer or otherwise delivered to Customer.
3. Terms. Customer agrees to the terms and conditions of Mobilelron's current applicable end user license for the Software
attached hereto as Exhibit A(which terms are hereby incorporated by reference)("EULA")which shall apply to the Software and
Customer's evaluation thereof, except for the following different or additional terms which shall apply (notwithstanding any
contrary term specified in any other section of this Agreement) to the evaluation of the Software: (i)the license for evaluation
copies Software is limited to use only for the purpose of evaluating the Software and establishing Customer's desire to purchase
licenses to Software; and (ii)Customer represents that it is a bona fide potential customer of such Software that is evaluating
whether to purchase and/or license such Software for deployment in its own business and not for competitive or other purposes;
and (iii)the evaluation copies of any Software are provided "AS IS" without any warranty of any kind; and (iv)Customer shall not
be entitled to any Support and Maintenance Services or any Upgrades of the evaluation copies of Software; and (v)Mobilelron
disclaims all warranties, indemnities, obligations, and other liabilities in connection with any evaluation copies of any Software;
and (vi)Mobilelron and/or the Authorized Reseller may terminate the evaluation license with five (5) days written notice to
Customer and require Customer to promptly return the evaluation copies of such Software and remove all copies of such Software
from its systems and devices unless Customer has purchased a license to the applicable Software prior to such termination, and
(vii)within ten (10) days following written request of Mobilelron, Customer shall have an authorized representative certify that
Customer has so returned and removed all such Software. Unless otherwise agreed in writing, if and when Customer purchases a
M license to the Software,Customer hereby agrees to the then-current EULA.
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M B.For evaluation of Mobilelron's SaaS Products:
M 1. SaaS Product. For purposes of this Agreement, "SaaS Product" means one or more mobile enterprise management
0
3 services and/or applications enabled by access hereunder to the mobile enterprise management software solution hosted by
>. Mobilelron and use of the Software related thereto. All terms not defined herein shall have the meaning set forth in the SaaS
r..., Products Terms of Use(as defined below).
2. Evaluation Period. Mobilelron agrees to provide Customer with access to the SaaS Product for evaluation purposes for a
cA period of thirty (30) days, provided, however, the evaluation period may be extended on written
authorization by Mobilelron. Any such evaluation period shall commence on the date t atMabiLelron deli veO
ustomer all
OFFICIAL MOD
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relevant access data (e.g., the connector code and the URL and information necessary for Customer to access and use such SaaS
Product).
3. Terms. Customer agrees to the terms and conditions of Mobilelron's current applicable terms of use for the SaaS Product
attached hereto as Exhibit B(which terms are hereby incorporated by reference)("SaaS Products Terms of Use")which shall apply
to the SaaS Product and Customer's evaluation thereof, except for the following different or additional terms which shall apply
(notwithstanding any contrary term specified in any other section of this Agreement)to the evaluation of the SaaS Product:(i)the
right to access and use evaluation versions of the SaaS Product is limited to the evaluation term permitted by Mobilelron (or its
Authorized Reseller, as applicable) and only for the limited purpose of evaluating such SaaS Product and establishing Customer's
desire to purchase subscriptions to such SaaS Product; and (ii)Customer represents that it is a bona fide potential customer of
such SaaS Product that is evaluating whether to purchase and/or license such SaaS Product for deployment in its own business and
not for competitive or other purposes; (iii)the evaluation access and use is provided"AS IS"without any warranty of any kind;and
(iv)Customer shall not be entitled to any service level commitments or any support or maintenance services,including any Support
and Maintenance Services, for the evaluation access of the SaaS Product; (v)Mobilelron disclaims all warranties, indemnities,
obligations, and other liabilities in connection with any evaluation access or use of the SaaS Product; (vi)Mobilelron (or its
Authorized Reseller) may terminate the evaluation access upon at least five(5) days prior written notice to Customer and require
Customer to promptly return any evaluation copies of the Software (as applicable) and remove all copies of such Software (as
applicable) from its systems and devices unless Customer has purchased a subscription to the SaaS Product prior to such
termination; and (vii)within ten (10) days following written request of Mobilelron, Customer shall have an authorized
representative certify that Customer has so returned and removed all such Software (as applicable). Unless otherwise agreed in
writing, if and when Customer purchases a subscription to the SaaS Product, Customer hereby agrees to the then-current SaaS
Products Terms of Use.
Agreed to and executed by authorized representatives of the parties.
MOBILEIRON,INC.: � CUSTOMER:
Signature: fiy Signature:
Printed Name:�` � �C X`C`i1(1V� Printed Name: Susan Alanis
Title: 50,11 f_\__ Title: Assistant City Manager
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EXHIBIT A:
MOBILEIRON,INC.
END USER LICENSE AGREEMENT(EULA)
VERSION OCTOBER 1,2014
MOBILEIRON: Mobilelron,Inc.
415 East Middlefield Road
Mountain View,CA 94043
USA
CUSTOMER: _City of Fort Worth
Customer Legal Company Name
_1000 Throckmorton Street
Address
_Fort worth,TX 76102
Address
Address
_USA
Country
This EULA is comprised of this cover page and the EULA General Terms and Conditions. Furthermore,the following attachment is
attached hereto and incorporated herein by reference:
A EULA International Terms&Conditions(as applicable)
This EULA is entered into as of the later date signed below(the"Effective Date")by and between Mobilelron and Customer.
Contact Information(within Customer's purchasing/finance department for payment/invoicing questions):
Name: Email: Phone:
Address:
Agreed to and executed by authorized representatives of the parties.
MOBILEIRON,INC.: CUSTOMER:
Signature: Signature:
Printed Name: Printed Name:—
Title- Title: Assistar `
Date: Date
:-
3 MOBILEIRON CONFIDENTIAL
MOBILEIRON,INC.
EULA GENERAL TERMS AND CONDITIONS
1. Definitions. For purposes of this Agreement:
"Actual Count" means Actual Device Count or Actual User Count, as applicable based on the licensing model identified in the
applicable Product Schedule.
"Actual Device Count"means the actual number of devices that are registered with specific Software.
"Actual User Count" means the actual number of users with devices that are registered with specific Software, provided, that a
single user shall not have more than three (3) devices registered to and/or managed/monitored by such Software licensed
hereunder at the same time.
"Agreement" means the attached cover page, the EULA General Terms and Conditions, the attachments and exhibits hereto, and
any terms incorporated herein by reference.
"Authorized Reseller" means any authorized reseller of Software that validly sells Customer one or more licenses to specific
Software subject to the terms and conditions of this Agreement.
"Customer Affiliate"means any entity Controlling,Controlled by or under common Control with Customer.
"Control"and its grammatical variants means: (i)a general partnership interest in a partnership;or(ii)the beneficial ownership of a
majority of the outstanding equity entitled to vote for directors; or (iii)the power to direct or cause the direction of the
management and policies of such entity whether by contract or otherwise.
"Customer Representative" means any Customer Affiliate and any employee or contractor of Customer (and/or any Customer
Affiliate)to whom Customer(and/or any Customer Affiliate) provides a copy of any Software(or any component thereof)for use on
behalf of and for the benefit of Customer (and/or any Customer Affiliate) and for Customer's (and/or any Customer Affiliate's)
internal business purposes,subject to all the terms and conditions of this Agreement. No Mobilelron Competitor(or any employee
or contractor thereof)shall be deemed a Customer Representative.
"Documentation" means the written and/or electronic release notes, end user or implementation guides, or technical
documentation pertaining to specific Software that is provided by Mobilelron either directly or indirectly through the Authorized
Reseller to Customer together with the delivery of the Software.
"Licensed Count"means Licensed Device Count or Licensed User Count,as applicable based on the licensing model identified in the
applicable Product Schedule.
"Licensed Device Count" means the maximum number of registered devices that Customer may have at any time that are managed
and/or monitored by specific Software licensed hereunder, which maximum number shall be based on the license fees paid by
Customer as identified on the relevant Product Schedule. For the avoidance of doubt,registered devices are those devices that have
loaded any device Software and have not been retired(meaning unregistered).
"Licensed User Count" means the maximum number of users that Customer may have at any time who have one or more devices
(but not more than three (3) devices) registered to and/or managed/monitored by specific Software licensed hereunder; which
maximum number shall be based on the license fees paid by Customer as identified on the relevant Product Schedule. For clarity,a
user is any individual Customer Representative who uses a device that is registered to and/or managed/monitored by such Software
at any time during a calendar month, provided that a user may not use more than three(3)devices that are all registered to and/or
managed/monitored by such Software at the same time during such month. In the event an individual has more than three (3)
devices that are all registered to and/or managed or monitored by such Software at the same time during such month, such
individual shall be counted as multiple users. As an example, a single individual having five (5) devices registered to and/or
managed/monitored by such Software at the same time in a month shall be counted as two(2)users for that month.
"License Term" means the term of the license granted with respect to specific Software as identified on the relevant Product
Schedule.
4 MOBILEIRON CONFIDENTIAL
"Mobilelron Competitor" means Good Technology Corporation, AirWatch by VMWare, Maas360 by IBM Corporation and
XenMobile by Citrix.
"Mobilelron Hardware" means any Mobilelron-branded hardware that Mobilelron furnishes directly to Customer or through an
Authorized Reseller for distribution to Customer.
"Personal Information" means any information relating to an identified or identifiable individual, including without limitation,geo-
location information or a persistent identifier that may be used to identify or contact an individual.
"Price Lists" means the then-current price lists of Mobilelron that identify Mobilelron's generally available software, products and
services.
"Product Schedule" means one or more of the following applicable documents that identifies the software and/or products and/or
services licensed or sold (as applicable) to Customer hereunder and the applicable licensing parameters, including the Licensed
Count, License Term, and pricing and payment terms relating to the provision of the applicable Software, Mobilelron Hardware (if
any), Support and Maintenance Services (if any) and/or other Mobilelron or third party products or services (if any): (i)a product
schedule mutually approved by the parties; or(ii)a Mobilelron invoice, quote, online order form, or any other Mobilelron ordering
document that is mutually approved by the parties and references this Agreement, where licenses, products or services are
purchased from Mobilelron directly; or(iii)an Authorized Reseller ordering document agreed to between Customer and Authorized
Reseller,where licenses, products or services are purchased through an Authorized Reseller; Multiple Product Schedules may apply
if licenses, products, or services are purchased at different times, provided that, unless expressly stated otherwise in a mutually
agreed upon Product Schedule,the terms specified in one Product Schedule shall be relevant only to the specific licenses, products
or services listed on such Product Schedule.
"Software" means any object code version of proprietary computer programs provided by or through Mobilelron hereunder(other
than Third Party Products (defined in Section 6.c below), including any server-side, device-side, virtual machine and/or installer
software to which Customer has purchased licenses as identified on the relevant Product Schedule,and any Documentation,backup
copies and Upgrades and/or modifications to any of the foregoing provided to Customer hereunder.
"Support and Maintenance Services"has the meaning set forth in Section 6.a below.
"Upgrades"means any updates,upgrades, enhancements,maintenance releases, bug fixes, error corrections,or modified versions
of specific Software provided to Customer in connection with this Agreement, including in connection with any Support and
Maintenance Services.
2.Evaluation. For any evaluation or beta copies of any Software provided to Customer on or after the Effective Date(except as may
be otherwise agreed in a separate evaluation or beta agreement), the terms applicable to such Software shall apply equally to
evaluation or beta copies of Software except for the following different or additional terms which shall apply(notwithstanding any
contrary term specified in any other section of this Agreement): (i)the license for evaluation or beta copies Software is limited to
thirty(30) days(which may be extended up to ninety(90) days upon written consent of Mobilelron provided directly or indirectly
through the Authorized Reseller)and only for the limited purpose of evaluating the Software and establishing Customer's desire to
purchase licenses to Software; and (ii)Customer represents that it is a bona fide potential customer of such Software that is
evaluating whether to purchase and/or license such Software for deployment in its own business and not for competitive or other
purposes; (iii)the evaluation or beta period shall commence on the date that Mobilelron first makes such Software available for
download by Customer or otherwise delivers such Software to Customer; (iv)the evaluation or beta copies of any Software are
provided"AS IS"without any warranty of any kind; and (v)Customer shall not be entitled to any Support and Maintenance Services
or any Upgrades of the evaluation or beta copies of Software; and (vi)Mobilelron disclaims all warranties, indemnities,obligations,
and other liabilities in connection with any evaluation or beta copies of any Software; and (vii)Mobilelron and/or the Authorized
Reseller may terminate the evaluation or beta license upon the earlier of the expiration of the evaluation period or with five(5)days
written notice to Customer and require Customer to promptly remove all copies of such Software from its systems and devices
unless Customer has purchased a license to the applicable Software prior to such termination (in which case the License Term for
such Software shall commence in accordance with Section 3 below).
3. Delivery and Commencement of License Term. Mobilelron delivers all Software electronically. For Mobilelron's accounting
purposes,specific Software shall be deemed "delivered," and the License Term of such Software shall commence on the date such
Software is first made available for download by Customer or otherwise delivered to Customer. Upon written request, Customer
shall provide Mobilelron a "Delivery Acknowledgement Letter" in a format reasonably requested by Mobilelron acknowledging
delivery of software.
5 MOBILEIRON CONFIDENTIAL
4. License. Subject to the terms and conditions of this Agreement, during the applicable License Term, Mobilelron grants to
Customer a non-exclusive, non-transferable and non-sublicensable license for Customer and Customer Representatives to use the
object code form of the applicable Software solely for Customer's (and/or any Customer Affiliate's) internal use with Customer's
ordinary business operations, and solely in accordance with the applicable Documentation. Customer may also maintain a
reasonable number of copies of the applicable Software on its systems for backup and recovery purposes.
5. Restrictions. As a condition of the license granted in Section 4, Customer shall not itself, and shall not authorize or permit any
Customer Representative or any other third party to: (i)use any Software or any portion thereof in excess of the feature set(s),
License Term, or Licensed Count; or (ii)copy or use any Software or any portion thereof, except as expressly authorized by this
Agreement; or(iii)modify any Software or any portion thereof or create derivative works based upon any Software or any portion
thereof; or (iv)reverse engineer or decompile, decrypt, disassemble or otherwise reduce any Software or any portion thereof to
human-readable form, except and only to the extent any foregoing restriction is prohibited by applicable law; or (v)use any
Software or any portion thereof in any way that is in violation of any applicable laws; or (vi)distribute, sell, license or otherwise
provide any Software or any portion thereof to third parties except to Customer Representatives as expressly provided herein; or
(vii)use any Software or any portion thereof to perform services for third parties,whether on a service bureau, SaaS, time sharing
basis or otherwise except as otherwise expressly provided herein; or(viii)release, publish, and/or otherwise make available to any
third party the results of any performance,functional or security evaluation of any Software or any portion thereof without the prior
written approval of Mobilelron; or(ix)alter or remove any proprietary notices or legends contained on or in any Software or any
portion thereof; or (x) defeat or circumvent any controls of any Software or any portion thereof places on the number of users
supported; or (xi) unbundle any component of any Software; or (xii) use the Documentation except for supporting Customer's
authorized use of the Software; or(xiii)employ or authorize a Mobilelron Competitor to use the Software on its behalf,to view the
Software or Documentation,or to provide management,hosting,support or similar services with regard to the Software without the
prior written consent of Mobilelron. The Software may contain or be provided with open source libraries,components,utilities and
other open source software (collectively, "Open Source"),which Open Source may have applicable license terms as identified on a
website designated by Mobilelron or otherwise provided with the applicable Software or Documentation. Notwithstanding anything
to the contrary herein, use of the Open Source shall be subject to the applicable Open Source license terms and conditions to the
extent required by the applicable licensor(which terms shall not restrict the license rights granted to Customer hereunder but may
contain additional rights). Customer agrees that it is liable and responsible for any action or inaction of the Customer
Representatives that are in violation of the terms of this Agreement.
6.Support and Maintenance Services,Professional Services,and Third Party Products.
a. Support and Maintenance Services. Mobilelron offers support and maintenance services for Software ("Support and
Maintenance Services") as described on http://www.mobileiron.com/en/legal (or other URL designated by Mobilelron) ("Support
and Maintenance Terms"). If Customer has paid the applicable fees to obtain Support and Maintenance Services,Customer shall be
entitled to Support and Maintenance Services in accordance with the Support and Maintenance Terms.
b. Professional Services. Customer may order standardized professional services that are identified on the applicable Price
List and described in a standardized statement of work published by Mobilelron ("Standard SOW") or the parties may agree to
customized professional services related to the Software as set forth in a mutually-agreed statement of work ("Custom SOW"),
which Standard SOW and/or Custom SOW are hereby incorporated by reference herein. All such professional services delivered by
Mobilelron shall be subject to the terms and conditions of this Agreement, regardless of whether the applicable Product Schedule,
Standard SOW or Custom SOW expressly references this Agreement.
C. Third Party Products. Mobilelron resells licenses to certain third party software or services as identified on the applicable
Price List("Third Party Products").Third Party Products are subject to separate agreements or terms with the applicable third party
suppliers("Third Party Product Terms"),which are available for review on at http://www.mobileiron.com/legal/thirdpartvterms (or
other URL designated by Mobilelron) or, if applicable, are negotiated and executed by and between the applicable third party
supplier and Customer. If Customer purchases any Third Party Products,Customer acknowledges and agrees that it is bound by the
applicable Third Party Product Terms. For purchases of Third Party Products directly from Mobilelron, the payment-related terms
applicable to the Software (including without limitation, Section 7) shall apply equally to the Third Party Products. Except as
otherwise expressly set forth in this subsection (d), this Agreement shall not apply to the Third Party Products and Customer
acknowledges and agrees that Mobilelron disclaims all warranties, indemnities, obligations, and other liabilities in connection with
any Third Party Product. If support and maintenance is offered for a specific Third Party Product and Customer purchases directly
from Mobilelron, Mobilelron's sole and exclusive obligation is to distribute any applicable Third Party Product error correction,
update, upgrade and other release provided to Mobilelron for customers purchasing support and maintenance and/or to provide
any first-line technical support as described in Mobilelron's published documentation for such support and maintenance offering. IN
NO EVENT SHALL MOBILEIRON'S LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY THIRD PARTY PRODUCT, HOWEVER
6 MOBILEIRON CONFIDENTIAL
CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STATUTE, TORT OR OTHERWISE, (1)EXCEED THE
AMOUNTS RECEIVED BY MOBILEIRON FOR THE APPLICABLE THIRD PARTY PRODUCT AND (II)WITH RESPECT TO THE SUPPORT AND
MAINTENANCE SERVICES RELATED THERETO (IF ANY), EXCEED ANY AMOUNTS RECEIVED BY MOBILEIRON FOR THE APPLICABLE
SUPPORT AND MAINTENANCE SERVICES FOR SUCH THIRD PARTY PRODUCT IN THE THEN-CURRENT TERM.
7.Additional Licenses;Reporting.
a. Additional Licenses.Customer shall be responsible for paying any incremental license fees and any associated maintenance
and support fees(where applicable)if the Actual Count for specific Software exceeds the Licensed Device Count for such Software at
any time during a License Term. If Customer learns that the Actual Count exceeds the Licensed Count for specific Software,
Customer shall either immediately cease such excessive usage or promptly notify Mobilelron that it wishes to increase the Licensed
Count to cover the excessive usage. Customer acknowledges that Mobilelron's delivery and support infrastructure may enable
Mobilelron(and/or its Authorized Reseller)to access information regarding Actual Count for specific Software.If Mobilelron(and/or
its Authorized Reseller)learns that the Actual Count exceeds the Licensed Count for specific Software, Mobilelron(or its Authorized
Reseller)may invoice Customer for the excessive usage(including any associated support and maintenance fees)and Customer shall
pay such invoice. Unless otherwise mutually agreed in writing,the fees charged to Customer for the additional licenses,user counts
(or device counts,if applicable)and services shall be based on Mobilelron's then-current price list.
b. Reporting; Audit. For audit purposes, within ten (10) days of Mobilelron's or its Authorized Reseller's written request,
Customer shall complete and certify Mobilelron's Software usage verification documentation;and provide Mobilelron access to the
relevant device and user inventory data showing the number and type of registered devices and an electronic copy of administrative
usage logs generated by the specific Software. Any such access shall be conducted during normal business hours and not
unreasonably interfere with Customer's business.
8. Indemnity. Subject to the terms herein, Mobilelron shall, at its cost and expense, (i) defend, or at its option, settle any claim
brought against Customer, Customer Representatives, and their respective directors, officers and employees ("Customer
Indemnitee(s)")by a third party alleging that any use of Software infringes or violates any third party intellectual property right,and
(ii) pay, indemnify and hold Customer Indemnitees harmless from any settlement of such claim or any damages awarded to such
third party as a result of such claim, provided that Customer Indemnitee(s): (a)give Mobilelron prompt written notice of any such
claim;and (b)permit Mobilelron to solely control and direct the defense or settlement of any such claim, provided Mobilelron shall
not settle any claim in a manner that requires Customer to admit liability or pay money without Customer's prior written consent;
and(c)provide Mobilelron all reasonable assistance in connection with the defense or settlement of any such claim,at Mobilelron's
cost and expense. Customer may participate in the defense and settlement at Customer's sole expense. If such a claim occurs,or in
Mobilelron's opinion is reasonably likely to occur, Mobilelron, at its expense and at its sole discretion, may, in addition to its
indemnification obligations hereunder: (i)procure the right to allow Customer to continue to use the applicable Software; or
(ii)modify or replace the applicable Software or infringing portions thereof to become non-infringing; or(iii)if neither(i) nor(ii) is
commercially practicable,terminate Customer's license to the affected portion of the applicable Software and,as applicable, refund
a portion of the license fees paid by Customer corresponding to such Software, pro-rated over a three (3) year period from initial
delivery(unless the applicable License Term is shorter than three years, in which case the pro-rated period shall be equal to the
License Term). Notwithstanding the foregoing, Mobilelron shall have no obligations under this Section to the extent any claim is
based upon or arises out of: (aa)any modification or alteration to the applicable Software not made by or on behalf of Mobilelron;
and/or(bb)any combination or use of the applicable Software with any third party equipment, products or systems,to the extent
that such claim is based on such combination or use; and/or(cc)Customer's continuance of allegedly infringing activity for longer
than a reasonable period after being notified thereof;and/or(dd)Customer's failure to use Upgrades made available by Mobilelron;
and/or(ee)damages attributable to the value of the use of a non-Mobilelron product or service; and/or (ff)use of the applicable
Software not in accordance with the applicable Documentation or outside the scope of the license granted under this Agreement.
The remedies set forth in this Section constitute Customer's sole and exclusive remedies, and Mobilelron's entire liability, with
respect to infringement or violation of third party intellectual property rights.
9. Ownership.All Software is licensed and not sold. Mobilelron and its licensors shall own and retain all right,title, and (except as
expressly licensed hereunder)interest in and to the Software and all copies or portions thereof,and any derivative works thereof(by
whomever created). All suggestions or feedback provided by Customer or its employees, contractors or other agents (including
Customer Representatives)to Mobilelron or its Authorized Resellers with respect to the Software shall be Mobilelron's property and
deemed Confidential Information of Mobilelron,and Customer hereby assigns the same to Mobilelron.There are no implied licenses
granted by Mobilelron under this Agreement.
10.Term and Termination. The license granted herein with respect to specific Software shall remain effective until terminated o
until the applicable License Term expires, whichever is earlier.This Agreement shall be effective as of I h0FMfApzM0JWI
CITY 5
FT.WORTH,TX
remain in effect until terminated or until the License Terms for all Software licensed hereunder expires, whichever is earlier. This
Agreement may be terminated by a party: (i) upon thirty (30) days written notice, if the other party materially breaches any
provision of this Agreement and such breach remains uncured after such thirty (30) day notice period expires; or (ii)effective
immediately, if the other party ceases to do business, or otherwise terminates its business operations without a successor; or
(iii)effective immediately, if the other party becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed,
creditors arrangement,composition or comparable proceeding, or if any such proceeding is filed against it and not dismissed within
ninety (90) days. Upon termination of this Agreement, Customer shall delete/remove all copies of Software in its possession or
control, and upon written request of a party, the other party shall return to such party all Confidential Information of such party in
its possession or control.Sections 1, 2,5, 6(c),6(d),7(with respect to any accrued and unpaid fees),8, 9, 10, 11, 13,and 14,and all
liabilities that accrue prior to termination or expiration shall survive any termination or expiration of this Agreement.
11.Limited Warranties;Disclaimer.
a. Software Warranty. For a period of ninety (90) days from the date of the initial delivery of specific Software to Customer,
Mobilelron warrants to Customer that such Software materially conforms to the specifications described in the relevant
Documentation. Customer's sole and exclusive remedy and the entire liability of Mobilelron and its licensors under this limited
warranty will be, at Mobilelron's option, repair or replacement of such Software, or if repair or replacement is not commercially
practicable, to refund the license and any associated support and maintenance fees paid for such non-conforming Software upon
the return and removal of all such Software from servers and devices.
b. Malicious Code. Each party shall use standard industry practices including, without limitation, the use of an updated
commercial anti-malware program designed to prevent network intrusions and denial of services attacks, and to test any Software
(in the case of Mobilelron) and to test any data, materials or software (in the case of Customer) delivered or transmitted to the
other party in connection with this Agreement prior to its delivery or transmission for Malicious Code and remove any Malicious
Code it discovers prior to delivery thereof to the other party. "Malicious Code" means any code that is designed to harm, or
otherwise disrupt in any unauthorized manner, the operation of a recipient's computer programs or computer systems or destroy,
damage, or misappropriate recipient's data in an unauthorized manner. For clarity, Malicious Code shall not include standard
routines in any Software that are intended to delete data and are implicit in the standard functionality of any Software, or any
software bugs or errors handled through support or maintenance, or any license key or other equivalent code that might limit the
functionality or scope of the use of any Software to the scope of the license purchased by Customer hereunder.
C. Hardware Limited Warranty. If Customer has ordered and received Mobilelron Hardware from Mobilelron or an
Authorized Reseller, the limited warranty and remedies set forth on http://www.mobileiron.com/legal (or other URL designated by
Mobilelron)shall apply.
d. Professional Services Warranty. For a period of ninety (90) days from the date of delivery of any professional service by
Mobilelron to Customer hereunder, Mobilelron represents and warrants to Customer that such professional services provided shall
be professional, workmanlike and performed in a manner conforming to generally accepted industry standards and practices for
similar services. Mobilelron's entire liability and Customer's sole and exclusive remedy for any breach of the preceding warranty will
be, at Mobilelron's option for Mobilelron to (i) re-perform the nonconforming services or (ii) refund the fees paid for such non-
conforming professional services, provided that, in either case, Mobilelron must have received written notice of the non-conformity
from Customer no later than ninety(90)days after the original delivery of the services by Mobilelron.
e. Restrictions. The express warranties specified above do not apply if the applicable Software, Mobilelron Hardware,
services, or any portion of the foregoing: (i) has been altered, except by or on behalf Mobilelron; (ii)has not been used, installed,
operated, repaired, or maintained in accordance with this Agreement and/or Documentation; (iii)has been subjected to abnormal
physical or electrical stress, misuse, negligence, or accident; (iv)is used on equipment, products, or systems not meeting
specifications identified by Mobilelron in the applicable Documentation;or(v)is provided,for beta,evaluation,or testing purposes.
Additionally, the warranties set forth herein only apply when notice of a warranty claim is provided to Mobilelron within the
applicable warranty period specified herein and do not apply to any bug, defect or error caused by or attributable to software or
hardware not supplied by Mobilelron.
f. DISCLAIMERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE WARRANTIES EXPRESSLY SET
FORTH IN THIS SECTION, THE SOFTWARE, MOBILEIRON HARDWARE, AND/OR ALL SERVICES ARE PROVIDED "AS IS", AND
MOBILEIRON AND ITS SUPPLIERS PROVIDE NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED WITH REGARD TO THE
SAME. EXCEPT AS EXPRESSLY SPECIFIED IN THIS SECTION, MOBILEIRON AND ITS SUPPLIERS HEREBY DISCLAIM ALL EXPRESS OR
IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR
CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE SOFTWARE IS BUG/ERROR FREE,THAT ITS
8 MOBILEIRON CONFIDENTIAL
USE WILL BE UNINTERRUPTED, OR THAT IT IS FREE OF VULNERABILITY TO INTRUSION OR ATTACK. MOBILEIRON DOES NOT
WARRANT THAT ANY SERVICES CONNECTING TO THE SOFTWARE PROVIDED BY THIRD PARTIES OR ANY DATA PROVIDED BY SUCH
THIRD PARTIES WILL BE FREE FROM ERRORS OR INTERRUPTIONS OF SERVICE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN
ESSENTIAL PART OF THIS AGREEMENT. THIS WARRANTY GIVES CUSTOMER SPECIFIC LEGAL RIGHTS, AND CUSTOMER MAY ALSO
HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.
12.Confidentiality. "Confidential Information" means any non-public data, information and other materials regarding the products,
software, services, or business of a party (and/or, if either party is bound to protect the confidentiality of any third party's
information, of a third party) provided by one party ("Disclosing Party") to the other party ("Receiving Party") after the Effective
Date in connection with this Agreement, where such information is marked or otherwise communicated as being "proprietary" or
"confidential" or the like, or where such information should, by its nature or circumstances of disclosure, be reasonably considered
to be confidential and/or proprietary. The parties agree that, without limiting the foregoing, all Software (and any performance
data, benchmark results, security assessments and all other technical information relating to any Software), Documentation, and
derivatives of the foregoing, and Mobilelron's pricing information shall be deemed the Confidential Information of Mobilelron, and
the other terms and conditions of this Agreement (but not its existence) shall be deemed the Confidential information of both
parties. Notwithstanding the foregoing, Confidential Information shall not include information that: (a)is already known to the
Receiving Party without restriction as to disclosure prior to disclosure by the Disclosing Party; (b)becomes publicly available without
fault of the Receiving Party; (c)is rightfully obtained by the Receiving Party from a third party without restriction as to disclosure,or
is approved for release by written authorization of the Disclosing Party; or (d)is independently developed or created by the
Receiving Party without use of the Disclosing Party's Confidential Information as evidenced by contemporaneous written records.
Except as otherwise expressly authorized herein,the Receiving Party agrees to: (i)use the Confidential Information of the Disclosing
Party only to perform hereunder (including providing the features and services associated with the normal use of the Software) or
exercise rights granted to it hereunder; (ii)treat all Confidential Information of the Disclosing Party in the same manner as it treats
its own similar proprietary information, but in no case will the degree of care be less than reasonable care; and (iii)disclose the
Disclosing Party's Confidential Information only to those employees,contractors and other agents of the Receiving Party who have a
need to know such information for the purposes of this Agreement, provided that any such employee, contractor or other agent
shall be subject to obligations of non-use and confidentiality with respect to such Confidential Information at least as restrictive as
the terms of this Agreement, and the Receiving Party shall remain liable for any non-compliance of such employee, contractor or
other agent with the terms of this Agreement. Notwithstanding the provisions of this Section, the Receiving Party may disclose:
(1)the Disclosing Party's Confidential Information as required by any court or other governmental body or as otherwise required by
law or regulation to be disclosed, provided, however, that the Receiving Party shall provide written notice to the disclosing party
promptly to enable the Disclosing Party to seek a protective order or otherwise prevent disclosure of such Confidential Information;
(II)the terms and conditions of this Agreement to advisors(including financial advisors,attorneys and accountants)and investors on
a need-to-know basis under conditions that reasonably ensure the confidentiality thereof; (111)the terms and conditions of this
Agreement in confidence,in connection with a proposed or actual merger,acquisition of stock or assets,or the like;or(IV)the terms
and conditions of this Agreement as advisable or required in connection with any government or regulatory filings, including filings
with the United States Security and Exchange Commission. In no event, however, shall Customer disclose Mobilelron Confidential
Information to any Mobilelron Competitor. The obligations of the parties under this Section will survive the expiration or
termination of this Agreement. To the extent that the parties discuss Mobilelron's product roadmap, which is Confidential
Information of Mobilelron, Customer acknowledges that it is not purchasing any licenses to any Software based on any such feature
or functionality discussed, and that such features or functionality may or may not(in Mobilelron's sole discretion)be included in any
Software.
13. Limitation of Liabilities. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR ANY BREACHES OF OR FOR
LIABILITY ARISING OUT OF SECTION S(RESTRICTIONS), OR SECTION 8(INDEMNITY): (a)IN NO EVENT SHALL CUSTOMER OR
MOBILEIRON (OR MOBILEIRON'S SUPPLIERS) BE LIABLE TO THE OTHER PARTY FOR ANY LOST REVENUE, LOST PROFIT, LOST OR
DAMAGED DATA, OR BUSINESS INTERRUPTION, OR FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE
DAMAGES, HOWEVER CAUSED, IN CONNECTION WITH THIS AGREEMENT (UNDER ANY THEORY OF LIABILITY, WHETHER IN
CONTRACT,STATUTE,TORT OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;AND
(b) EXCEPT IN THE EVENT OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, IN NO EVENT SHALL THE AGGREGATE LIABILITY
OF CUSTOMER OR MOBILEIRON ARISING OUT OF OR RELATED TO THIS AGREEMENT(UNDER ANY THEORY OF LIABILITY, WHETHER
IN CONTRACT, STATUTE, TORT OR OTHERWISE) EXCEED THE FEES PAID TO MOBILEIRON FROM CUSTOMER (OR AUTHORIZED
RESELLER,AS APPLICABLE) FOR THE RELEVANT PRODUCT OR SERVICE DURING THE TWELVE(12) MONTHS IMMEDIATELY PRECEDING
THE EVENT GIVING RISE TO THE SUCH LIABILITY. WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR
OTHERWISE. MULTIPLE CLAIMS SHALL NOT EXPAND THE LIMITATIONS SET FORTH IN THIS SECTION. THE FOREGOING LIMITATIONS
SHALL NOT APPLY TO ANY INFRINGEMENT OR MISAPPROPRIATION BY EITHER PARTY OF THE OTHER PARTY'S INTELLECTUAL
PROPERTY RIGHTS, ANY INTENTIONAL BREACH OF SECTION 12 (CONFIDENTIALITY) OR BREACH BY CUSTOMER OF ITS PAYMENT
OBLIGATIONS TO MOBILEIRON (OR AUTHORIZED RESELLER,AS APPLICABLE).
9 MOBILEIRON CONFIDENTIAL
14.General.
a. Language. If there are any inconsistencies between the English language version of this Agreement and any translated
version, then the English language version shall prevail. All services to be provided hereunder by Mobilelron to Customer (if any)
shall be conducted and provided in the English language.
b. In-Licensed Materials. The Software may contain or may interoperate with software services or other technology that is
not owned by Mobilelron but has been licensed to Mobilelron ("In-Licensed Materials"). The In-Licensed Materials may be subject
to additional terms and conditions, as identified on http://www.mobileiron.com/legal/thirdpartvterms(or other URL designated by
Mobilelron)or as otherwise made available to Customer. Such terms and conditions are incorporated by reference herein.
C. Import/Export. Software and Documentation, including technical data, may be subject to import and export control laws,
including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in
other countries.Customer agrees to comply with all such regulations.
d. U.S. Government End User Purchasers. All Software, including all components thereof, and Documentation qualify as
"commercial items," as that term is defined at Federal Acquisition Regulation ("FAR") (48 C.F.R.) 2.101, consisting of "commercial
computer software" and "commercial computer software documentation" as such terms are used in FAR 12.212. Consistent with
FAR 12.212 and DoD FAR Supp. 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clause to
the contrary in any agreement into which this Agreement may be incorporated, Customer may provide to Government end user or,
if this Agreement is direct, Government end user will acquire, the Software and Documentation with only those rights set forth in
this Agreement. Use of either the Software or Documentation or both constitutes agreement by the Government that all Software
and Documentation are "commercial computer software" and "commercial computer software documentation," and constitutes
acceptance of the rights and restrictions herein.
e. Choice of Law;Venue. Except as otherwise set forth in Attachment A(if applicable),this Agreement shall be governed by
and construed in accordance with the laws of the State ofTexas, without reference to or application of choice of law rules or
principles. Except as otherwise set forth in Attachment (if applicable), the sole and exclusive jurisdiction and venue for actions
arising under this Agreement shall be the State and Federal courts in Tarrant County, Texas; Customer and Mobilelron hereby agree
to service of process in accordance with the rules of such courts. Notwithstanding any choice of law provision or otherwise, the
Uniform Computer Information Transactions Act(UCITA)and the United Nations Convention on the International Sale of Goods shall
not apply. The party prevailing in any dispute under this Agreement shall be entitled to its reasonable costs and legal fees.
f. Data Communications. To the extent any Personal Information of Customer Representatives is obtained by, or
communicated to, Mobilelron by Customer in performance by Mobilelron of its obligations under this Agreement, Mobilelron agrees
that it(and/or its contractors) will not collect, access, use, store, disclose, transfer or otherwise process (collectively, "Process" or
"Processing") any such Personal Information except (i) for the purposes of this Agreement, including without limitation, to
implement and deliver the Software and its features and associated services, provide Customer support,and help Customer prevent
or address service or technical problems;or(ii)as otherwise expressly permitted by Customer in this Agreement or otherwise;or(iii)
as compelled by law. Customer shall make such disclosures,obtain such consents, provide such choices, implement such safeguards
in compliance with, and otherwise comply with, any applicable law, rule or regulation regarding the Processing of Personal
Information of any individual whose Personal Information Customer's employees, contractors or other agents Process (including,
without limitation, by disclosing the Personal Information to Mobilelron) in connection with the Customer's use of or access to any
Software. The Software can communicate with a gateway hosted by Mobilelron as part of its normal operations which provides
certain functionality, confirms license compliance,and reports aggregated statistical data (such as such as product or feature usage,
device metrics/metadata and/or mobile application usage), which is anonymized and aggregated so that it does NOT and cannot
contain any information identifiable or attributable to any individual ("Aggregated Anonymous Data"). Customer agrees that
Mobilelron shall have the right to use, store, analyze, and disclose such Aggregated Anonymous Data. Customer may disable
communication with the hosted gateway,but if Customer does so,Customer acknowledges that it will lose certain functionality.
g. Force Majeure. Any delay or failure in the performance by Mobilelron hereunder shall be excused if and to the extent
caused by the occurrence of a Force Majeure. "Force Majeure" shall mean a cause or event that is not reasonably foreseeable or
otherwise caused by or under the control of Mobilelron, including but not limited to acts of God (including but not limited to fire,
flood, earthquake, storm, hurricane or other natural disaster), war, hostilities (whether war be declared or not), invasion, act of
foreign enemies, mobilization, requisition or embargo, rebellion, revolution, insurrection, military or usurped power, civil war, acts
or threats of terrorism, riots,strikes or labor disputes(excluding by Mobilelron employees).
10 MOBILEIRON CONFIDENTIAL
h. Publicity. Mobilelron may publicly disclose(orally and in writing)that Customer is a customer of Mobilelron and a licensee
of the Software, including in a list of Mobilelron customers and other promotional materials.
i. Entire Agreement;Modifications.This Agreement constitute the entire agreement between the parties with respect to the
provision of Software, other software(as applicable), products(as applicable), and services (as applicable) as described herein. This
Agreement supersedes and cancels all previous written and previous or contemporaneous oral communications, proposals,
representations, and agreements relating to the subject matter contained herein. This Agreement prevails over any pre-printed,
conflicting or additional terms of any purchase order, ordering document, acknowledgement or confirmation or other document
issued by Customer before or after execution of this Agreement, even if accepted in writing by both parties. Any such document is
hereby deemed rejected and extraneous to this Agreement and Mobilelron's performance of this Agreement shall not be deemed
acceptance of the terms of any such documents or an amendment to(or agreement to amend)this Agreement. Except as expressly
provided herein, this Agreement may be amended, or any term or condition set forth herein waived, only by a writing hand signed
by both parties where"in writing"does not include an e-mail message and "hand signed"does not include an electronic signature.
j. Severability and Waiver. Should any term of this Agreement be declared invalid, void or unenforceable by any court of
competent jurisdiction or by an arbitration panel (as applicable), that provision shall be modified, limited or eliminated to the
minimum extent necessary to effectuate the original intent and such declaration shall have no effect on the remaining terms hereof,
which shall continue in full force and effect. The failure of either party to enforce any rights granted hereunder or to take action
against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent
enforcement of rights or subsequent actions in the event of future breaches.
k. Assignment. This Agreement may not be assigned or transferred, in whole or in part, without the other party's prior
written consent, provided each party expressly reserves the right to assign this Agreement in its entirety to a successor in interest of
all or substantially all of its business or assets. Any action or conduct in violation of the foregoing shall be void and without effect.
Subject to the foregoing, all rights and obligations of the parties hereunder shall be binding upon and inure to the benefit of and be
enforceable by and against the successors and permitted assigns..
I. Notice. Any notice required or permitted to be given in accordance with this Agreement shall be in writing. Notices to
Mobilelron shall be sent by personal delivery, registered or certified mail (return receipt requested, postage prepaid) or commercial
express courier (with written verification of receipt) to: Mobilelron, Inc., 415 East Middlefield Road, Mountain View, CA 94043,
U.S.A., Attention: General Counsel. For contractual purposes, Customer consents to receive communications from Mobilelron
electronically. Notices sent to Customer shall be sent by personal delivery, electronic mail, registered or certified mail (return
receipt requested, postage prepaid) or commercial express courier (with written verification of receipt) to: the electronic address
Customer has provided to Mobilelron for invoicing purposes or the Customer address listed on the cover page of this Agreement or
any Customer address listed on the applicable Product Schedule. All notices will be deemed given: (i)when delivered personally; (ii)
24 hours after electronic mail is sent, unless Mobilelron is notified that the email address is invalid; (iii) five (5) days after having
been sent by registered or certified mail, (or ten (10)days for international mail); or(iv) one(1)day after deposit with a commercial
express courier specifying next day delivery (or two (2) days for international courier packages specifying 2-day delivery). Either
party may change its address for receipt of notice by notice to the other party in accordance with this Section.
M. Equitable Relief. The parties agree that a material breach of this Agreement adversely affecting Mobilelron's or its
suppliers' intellectual property rights in Software or the Confidential Information of either party may cause irreparable injury to such
party for which monetary damages would not be an adequate remedy and the non-breaching party shall be entitled to equitable
relief(without a requirement to post a bond)in addition to any remedies it may have hereunder or at law.
n. Customer Affiliates. The parties agree that: (i)a Customer Affiliate may purchase licenses, products or services identified
on any applicable Price List under the terms of this Agreement either by executing a participation or adherence agreement with
Mobilelron or through Mobilelron's acceptance of an applicable purchase order issued by such Customer Affiliate to Mobilelron or
by an Authorized Reseller to Mobilelron (as applicable); and (ii) upon execution by Customer Affiliate and Mobilelron of such an
agreement or acceptance by Mobilelron of such a purchase order, such Customer Affiliate shall be deemed to have purchased such
licenses, products or services hereunder, and such Customer Affiliate shall be bound by and shall comply with the terms and
conditions of this Agreement as a"Customer" under this Agreement.
o. Independent Contractors. The parties are independent contractors,and this Agreement shall not establish any relationship
of partnership,joint venture,employment,franchise or agency between the parties.
OFFICIAL RECORD
CITY SECRETARY
11 FT.WORTA*LTXN C NFIDENTIAL
P. Counterparts. This Agreement may be executed and delivered in one or more counterparts (including facsimile, PDF or
other electronic counterparts),with the same effect as if the parties had signed the same document. Each counterpart so executed
shall be deemed to be an original,and all such counterparts shall be construed together and shall constitute one Agreement.
12 MOBILEIRON CONFIDENTIAL
MOBILEIRON,INC.
ATTACHMENT A: EULA INTERNATIONAL TERMS AND CONDITIONS
If Customer's principal office is located outside North America as indicated on the cover sheet, the terms and conditions of this
Attachment shall apply. Otherwise,this Attachment shall not apply.
The following terms apply to all principal offices outside North Americo:
Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York,
without reference to or application of choice of law rules or principles. Notwithstanding any choice of law provision or
otherwise, the Uniform Computer Information Transactions Act (UCITA) and the United Nations Convention on the
International Sale of Goods shall not apply.
Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement or the existence, breach,
termination,enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this
agreement to arbitrate,(each,a"Dispute")shall be referred to and finally resolved by arbitration under the rules and at the
location identified below. The arbitral panel shall consist of three (3) arbitrators, selected as follows: each party shall
appoint one (1) arbitrator; and those two (2) arbitrators shall discuss and select a chairman. If the two party-appointed
arbitrators are unable to agree on the chairman, the chairman shall be selected in accordance with the applicable rules of
the arbitration body. Each arbitrator shall be independent of each of the parties. The arbitrators shall have the authority to
grant specific performance and to allocate between the parties the costs of arbitration (including service fees, arbitrator
fees and all other fees related to the arbitration)in such equitable manner as the arbitrators may determine. The prevailing
party in any arbitration shall be entitled to receive reimbursement of its reasonable expenses incurred in connection
therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be
made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.
Notwithstanding the foregoing, Mobiielron shall have the right to institute an action in a court of proper jurisdiction for
preliminary injunctive relief pending a final decision by the arbitrator, provided that a permanent injunction and damages
shall only be awarded by the arbitrator. The language to be used in the arbitral proceedings shall be English.
In addition, the following terms only apply to principal offices within Europe, the Middle East orAfrico(EMEA):
Arbitration Rules and Location. Any Dispute shall be referred to and finally resolved by arbitration under the London Court
of International Arbitration("LCIA") Rules(which Rules are deemed to be incorporated by reference into this clause)on the
basis that the governing law is the law of the State of New York, USA. The seat, or legal place, of arbitration shall be
London, England.
In addition, the following terms only apply to principal offices within Asia Pacific,Australia&New Zealand:
Arbitration Rules and Location. Any Dispute shall be referred to and finally resolved by arbitration under the Rules of
Conciliation and Arbitration of the International Chamber of Commerce ("ICC') in force on the date when the notice of
arbitration is submitted in accordance with such Rules (which Rules are deemed to be incorporated by reference into this
clause)on the basis that the governing law is the law of the State of New York, USA. The seat, or legal place, of arbitration
shall be Singapore.
In addition, the following terms only apply to principal offices within the Americas(excluding North Americo):
Arbitration Rules and Location. Any Dispute shall be referred to and finally resolved by arbitration under International
Dispute Resolution Procedures of the American Arbitration Association ("AAA") in force on the date when the notice of
arbitration is submitted in accordance with such Procedures (which Procedures are deemed to be incorporated by
reference into this clause) on the basis that the governing law is the law of the State of New York, USA. The seat, or legal
place,of arbitration shall be New York, New York, USA.
13 MOBILEIRON CONFIDENTIAL
Exhibit B:
MOBILEIRON,INC.
TERMS OF USE(TOU)FOR SOFTWARE-AS-A-SERVICE(SAAS)PRODUCTS
VERSION OCTOBER 1,2014
MOBILEIRON: Mobilelron,Inc.
415 East Middlefield Road
Mountain View,CA 94043
USA
CUSTOMER: _City of Fort Worth
Customer Legal Company Name
_1000 Throckmorton Street
Address
_Fort Worth,TX 76102
Address
Address
USA
Country
This Terms of Use(TOU)for Software-as-a-Service(SaaS)Products is comprised of this cover page and the TOU for SaaS Products
General Terms&Conditions. Furthermore,the following attachment is attached hereto and incorporated herein by reference:
A SaaS Product International Terms&Conditions(as applicable)
This TOU for SaaS Products is entered into as of the later date signed below(the"Effective Date")by and between Mobilelron and
Customer.
Contact Information(within Customer's purchasing/finance department for payment/invoicing questions):
Name: Email: Phone:
Address:
Agreed to and executed by authorized representatives of the parties.
MOBILEIRON,INC.: CUSTOMEP•
Signature: Signature:
Printed Name: Printed Narr
Title: Title: A=:
Date: Date:
OFFICIAL RECORD
CITY SECRETARY
14FT.WO Q�1L;IR �O�NX IDENTIAL
MOBILEIRON,INC.
TOU FOR SAAS PRODUCTS GENERAL TERMS&CONDITIONS
1.Definitions. For purposes of this Agreement:
"Actual Count"means Actual Device Count or Actual User Count,as applicable based on the subscription model identified
in the applicable Product Schedule.
"Actual Device Count"means the actual number of devices that are registered with the applicable SaaS Product.
"Actual User Count"means the actual number of users with devices that are registered with the applicable SaaS Product,
provided,that a single user shall not have more than three(3)devices registered to and/or managed/monitored by such Software
licensed hereunder at the same time.
"Agreement" means the TOU for SaaS Products,the attachments and exhibits hereto,and any terms incorporated herein
by reference.
"Authorized Reseller"means any authorized reseller of any SaaS Product that validly sells Customer one or more
subscriptions to a SaaS Product subject to the terms and conditions of this Agreement.
"Customer Affiliate"means any entity Controlling,Controlled by or under common Control with Customer.
"Customer Data" means any data,information,applications,or other electronic items originated by Customer that
Customer submits to any SaaS Product.
"Control"and its grammatical variants means:(i)a general partnership interest in a partnership;or(ii)the beneficial
ownership of a majority of the outstanding equity entitled to vote for directors;or(iii)the power to direct or cause the direction of
the management and policies of such entity whether by contract or otherwise.
"Customer Representative"means any Customer Affiliate and any employee or contractor of Customer(and/or any
Customer Affiliate)to whom Customer(and/or any Customer Affiliate) provides access to any SaaS Product and/or,as applicable,
any Software(or any component of the foregoing)for use on behalf of and for the benefit of Customer(and/or any Customer
Affiliate)and for Customer's(and/or any Customer Affiliate's)internal business purposes,subject to all the terms and conditions of
this Agreement. No Mobilelron Competitor(or any employee or contractor thereof)shall be deemed a Customer Representative.
"Documentation" means the written and/or electronic release notes, end user or implementation guides,or technical
documentation pertaining to the applicable SaaS Product that is provided by Mobilelron either directly or indirectly through the
Authorized Reseller to Customer together with the access to such SaaS Product.
"Licensed Count" means Licensed Device Count or Licensed User Count,as applicable based on the subscription model
identified in the applicable Product Schedule.
"Licensed Device Count" means the maximum number of registered devices that Customer may have at any time that are
managed and/or monitored by the applicable SaaS Product,which maximum number shall be based on the subscription fees paid by
Customer as identified on the relevant Product Schedule. For the avoidance of doubt,registered devices are those devices that have
loaded Device Software and have not been retired(meaning unregistered).
"Licensed User Count" means the maximum number of users that Customer may have at any time who have one or more
devices(but not more than three(3)devices)registered to and/or managed/monitored by the applicable SaaS Product provided
hereunder;which maximum number shall be based on the license fees paid by Customer as identified on the relevant Product
Schedule. For clarity,a user is any individual Customer Representative who uses a device that is registered to and/or
managed/monitored by such SaaS Product at any time during a calendar month,provided that a user may not use more than three
(3)devices that are all registered to and/or managed/monitored by such SaaS Product at the same time during such month. In the
event an individual has more than three(3)devices that are all registered to and/or managed or monitored by such SaaS Product at
the same time during such month,such individual shall be counted as multiple users. As an example,a single individual having five
(5)devices registered to and/or managed/monitored by such SaaS Product at the same time in a month shall be counted as two(2)
users for that month.
"Malicious Code"means any code that is designed to harm,or otherwise disrupt in any unauthorized manner,the
operation of a recipient's computer programs or computer systems or destroy or damage recipient's data in an unauthorized
manner. For clarity, Malicious Code shall not include standard routines in any SaaS Product or portion thereof that are intended to
delete data and are implicit in the standard functionality of any SaaS Product or portion thereof,or any software bugs or errors
handled through support or maintenance,or any license key or other equivalent code that might limit the functionality or scope of
the use of any SaaS Product or portion thereof to the scope of the subscription and/or license(as applicable)purchased by Customer
hereunder.
"Mobilelron Competitor"means Good Technology Corporation,AirWatch by VMWare, Maas360 by IBM Corporation and
XenMobile by Citrix.
"Mobilelron Hardware" means any Mobilelron-branded hardware that Mobilelron furnishes directly to Customer or
through an Authorized Reseller for distribution to Customer.
"Personal Information"means Customer Data relating to an identified or identifiable individual, including without
limitation,geo-location information or a persistent identifier that may be used to identify or contact an individual.
15 MOSILEIRON CONFIDENTIAL
"Price Lists"means the then-current price lists of Mobilelron that identify Mobilelron's generally available software,
products and services.
"Product Schedule"means one or more of the following applicable documents that identifies the SaaS Product and/or
hardware and/or software products and services licensed or sold(as applicable)to Customer hereunder and the applicable licensing
parameters,including the Licensed Count,Subscription Term,and pricing and payment terms relating to the provision of the
applicable SaaS Product, Mobilelron Hardware(if any),and/or other Mobilelron or third party products or services(if any):(i)a
product schedule mutually approved by the parties;or(ii)a Mobilelron invoice,quote,online order form,or any other Mobilelron
ordering document that is mutually approved by the parties and references this Agreement,where subscriptions,licenses,products
or services are purchased from Mobilelron directly;or(iii)an Authorized Reseller ordering document agreed to between Customer
and Authorized Reseller,where subscriptions,licenses,products or services are purchased through an Authorized Reseller.Multiple
Product Schedules may apply if subscriptions,licenses,products,or services are purchased at different times,provided that,unless
expressly stated otherwise in a mutually agreed upon Product Schedule,the terms specified in one Product Schedule shall be
relevant only to the specific subscriptions,licenses,products or services listed on such Product Schedule.
"Related Services"means all professional services(other than the provision of a SaaS Product)to be provided by
Mobilelron to Customer hereunder as set forth in this Agreement or any Product Schedule.
"SaaS Product"means one or more mobile enterprise management services and/or applications enabled by access to the
mobile enterprise management software solution hosted by Mobilelron and use of the Software related thereto.
"Software"means the object code version of proprietary computer programs provided by or through Mobilelron to
Customer hereunder(other than Third Parry Products as defined in Section 7.c below)for use in connection with any SaaS Product,
including the device-side software used on devices registered to any SaaS Product("Device Software")and any connector software
and/or any other server-side software(e.g.Mobilelron Sentry Software/virtual appliance/machine)(collectively,the"Premise
Software"),each of which may be delivered to Customer for use in connection with any SaaS Product,and any Documentation,
backup copies and updates,upgrades, maintenance releases,or bug fixes to any of the foregoing provided to Customer hereunder.
"Subscription Term"means,with respect to a SaaS Product,the term of the subscription identified on the applicable
Product Schedule.
"Support and Maintenance Services"has the meaning set forth in Section 7.a.
2.Evaluation.For any evaluation or beta access of any SaaS Product provided to Customer on or after the Effective Date(except as
may be otherwise agreed in a separate evaluation or beta agreement),the terms applicable to a SaaS Product shall apply equally to
evaluation or beta access of such SaaS Product except for the following different or additional terms which shall apply
(notwithstanding any contrary term specified in any other section of this Agreement):(i)the right to access and use evaluation or
beta versions of any SaaS Product is limited to thirty(30)days(which may be extended up to ninety(90)days upon written consent
of Mobilelron,provided directly or indirectly through the Authorized Reseller)and only for the limited purpose of evaluating such
SaaS Product and establishing Customer's desire to purchase subscriptions to such SaaS Product;and(ii)Customer represents that it
is a bona fide potential customer of such.SaaS Product that is evaluating whether to purchase and/or license such SaaS Product for
deployment in its own business and not for competitive or other purposes;(iii)the evaluation or beta access and use is provided"AS
IS"without any warranty of any kind;and(iv)Customer shall not be entitled to any service level commitments or any support or
maintenance services,including any Support and Maintenance Services,for the evaluation or beta access of any SaaS Product;
(v)Mobilelron disclaims all warranties,indemnities,obligations,and other liabilities in connection with any evaluation or beta access
or use of a SaaS Product;(vi) Mobilelron(and/or its Authorized Reseller)may terminate the evaluation or beta access upon the
earlier of the expiration of the evaluation period or with five(S)days written notice to Customer and require Customer to promptly
remove all copies of such Software from its systems and devices unless Customer has purchased a subscription to the applicable
SaaS Product prior to such termination(in which case the Subscription Term for such Software shall commence in accordance with
Section 3 below).
3.Subscription Terms.
a. Commencement of Subscription.The Subscription Term for a SaaS Product shall commence on the date that Mobilelron
delivers to Customer all relevant access data. A Subscription Term shall continue for the initial Subscription Term specified in the
relevant Product Schedule,except as terminated earlier in accordance with this Agreement.
b. Renewals.Except as otherwise specified in the applicable Product Schedule,the subscription for a SaaS Product shall
automatically renew for additional periods equal to the expiring Subscription Term or one year(whichever is shorter), unless either
party gives the other(or Customer provides the Authorized Reseller,as applicable)notice of non-renewal at least thirty(30)days
before the end of the applicable Subscription Term. Additionally,where required by Customer's internal policies,Customer shall
issue a purchase order either to Mobilelron(or its Authorized Reseller,as applicable)for such renewal Subscription Term. The per-
device pricing for a subscription to a SaaS Product during any renewal Subscription Term shall be the same as that during the prior
Subscription Term,unless Mobilelron(or its Authorized Reseller,as applicable)has given Customer notice of a pricing increase at
16 MOBILEIRON CONFIDENTIAL
least thirty(30)days before the end of such prior Subscription Term,in which case the pricing increase shall be effective upon
renewal.
4.Rights of Access and Use. Subject to the terms and conditions of this Agreement,during the applicable Subscription Term,
Mobilelron grants to Customer a non-exclusive,non-transferable and non-sublicensable right for Customer and Customer
Representatives to:(i)access and use the applicable SaaS Product;(ii)to install,copy and use Premise Software in connection with
the applicable SaaS Product on systems and equipment owned by,controlled by or managed on behalf of Customer(and/or any
Customer Affiliate);and(iii)to install,copy and use Device Software in connection with the applicable SaaS Product on mobile
devices used by Customer Representatives,each solely for Customer's(and/or any Customer Affiliate's)internal use with Customer's
ordinary business operations,and solely in accordance with the applicable Documentation. Customer may also maintain a
reasonable number of copies of the applicable Software on its systems for backup and recovery purposes.
5.Restrictions.As a condition of the rights granted in Section 4,Customer shall not itself,and shall not authorize or permit any
Customer Representative or any other third party,to:(i)use the applicable SaaS Product,Software or any portion of the foregoing in
excess of or beyond the applicable Subscription Term,Licensed Device Count,or the feature set(s);or(ii)distribute,sell,license,
provide or otherwise make available any SaaS Product,Software or any portion of the foregoing to third parties except to Customer
Representatives as expressly provided herein;or(iii)use any SaaS Product,Software or any portion of the foregoing to perform
services for,or otherwise on behalf of,third parties,whether on a service bureau,SaaS,time sharing basis or otherwise except as
otherwise expressly provided herein;or(iv) use any SaaS Product,Software or any portion of the foregoing to store or transmit
infringing,libelous,other unlawful or tortious material,or other material in violation of any third party privacy or other rights;or
(v)interfere with or disrupt the integrity or performance of any SaaS Product,Software or any portion of the foregoing or any third
party data contained therein;or(vi)use any Software or any portion thereof on equipment, products,or systems not identified in
Documentation;or(vii) modify any SaaS Product,Software or any portion of the foregoing or create derivative works based upon
any SaaS Product,Software or any portion of the foregoing;or(viii)reverse engineer or decompile,decrypt,disassemble or
otherwise reduce any SaaS Product,Software or any portion of the foregoing to human-readable form,except and only to the extent
any foregoing restriction is prohibited by applicable law;or(ix)use any SaaS Product,Software or any portion of the foregoing in any
way that is in violation of any applicable laws;or(x)alter or remove any proprietary notices or legends contained on or in any SaaS
Product,Software or any portion of the foregoing;or(xi)copy or use any SaaS Product,Software or any portion of the foregoing,
except as expressly authorized by this Agreement;or(xii)release,publish,and/or otherwise make available to any third party the
results of any performance,functional or security evaluation of any SaaS Product,Software or any portion of the foregoing without
the prior written approval of Mobilelron;or(xiii) defeat or circumvent any controls of any SaaS Product,Software or any portion of
the foregoing places on the number of users supported;or(xiv)unbundle any component of any Software;or(xii)use the
Documentation except for supporting Customer's authorized use of the Software;or(x)employ or authorize a Mobilelron
Competitor to use the Software on its behalf,to view the Software or Documentation,or to provide management,hosting,support
or similar services with regard to the Software without the prior written consent of Mobilelron. Software may contain or be
provided with open source libraries,components,utilities and other open source software(collectively,"Open Source"),which
Open Source may have applicable license terms as identified on a website designated by Mobilelron or otherwise provided with the
applicable Software or Documentation. Notwithstanding anything to the contrary herein,use of the Open Source shall be subject to
the applicable Open Source license terms and conditions to the extent required by the applicable licensor(which terms shall not
restrict the license rights granted to Customer hereunder but may contain additional rights).
6.Customer Responsibilities. Customer shall:(i)be responsible and liable for any action or inaction of Customer Representatives
that is in breach of this Agreement;and(ii)be solely responsible for the accuracy,quality,integrity and legality of Customer Data
and of the means by which Customer(and Customer Representatives)acquire,upload,transmit and process Customer Data;and
(iii)use commercially reasonable efforts to prevent unauthorized access to or use of any SaaS Product,and notify Mobilelron
promptly of any such unauthorized access or use;and(iv)make such disclosures,obtain such consents,provide such choices,
implement such safeguards and otherwise comply with any applicable law,rule or regulation regarding the collection,access to, use,
storage,disclosure,transfer or other processing("Process"or"Processing")of Personal Information of any individual whom
Customer authorizes to use or access any SaaS Product or Software;and(v)be responsible for obtaining and maintaining
appropriate equipment and ancillary services needed to connect to,access or otherwise use the applicable SaaS Product,including,
without limitation,computers,computer operating systems and web browsers.
7.Support and Maintenance,Professional Services,and Third Party Products.
a. Support and Maintenance. Mobilelron offers support and maintenance services for Software("Support and Maintenance
Services")as described on http://www.mobileiron.com/legal(or other URL designated by Mobilelron)("Support and Maintenance
Terms"). If Customer has paid the applicable fees to obtain Support and Maintenance Services,Customer shall be entitled to
Support and Maintenance Services in accordance with the Support and Maintenance Terms.
17 MOBILEIRON CONFIDENTIAL
b. Professional Services. Customer may order standardized professional services that are identified on the applicable Price
List and described in a standardized statement of work published by Mobilelron("Standard SOW")or the parties may agree to
customized professional services related to the Software as set forth in a mutually-agreed statement of work("Custom SOW"),
which Standard SOW and/or Custom SOW are hereby incorporated by reference herein. All such professional services delivered by
Mobilelron shall be subject to the terms and conditions of this Agreement, regardless of whether the applicable Product Schedule,
Standard SOW or Custom SOW expressly references this Agreement.
C. Third Party Products. Mobilelron resells licenses to certain third party software or services as identified on the applicable
Price List("Third Party Products").Third Party Products are subject to separate agreements with the applicable third party suppliers
("Third Party Product Terms"),which are available for review at http://www.mobileiron.com/legal/thirdpartvterms (or other URL
designated by Mobilelron)or, if applicable,are negotiated and executed by and between the applicable third party supplier and
Customer. If Customer purchases any Third Party Products,Customer acknowledges and agrees that it is bound by the applicable
Third Party Product Terms. For purchases of Third Party Products directly from Mobilelron,the payment-related terms applicable to
a SaaS Product(including without limitation,Section 8)shall apply equally to the Third Party Products. Except as otherwise expressly
set forth in this subsection(d),this Agreement shall not apply to the Third Party Products and Customer acknowledges and agrees
that Mobilelron disclaims all warranties,indemnities, obligations,and other liabilities in connection with any Third Party Product. If
support and maintenance is offered for a specific Third Party Product and Customer purchases directly from Mobilelron,
Mobilelron's sole and exclusive obligation is to distribute any applicable Third Party Product error correction, update, upgrade and
other release provided to Mobilelron for customers purchasing support and maintenance and/or to provide any first-line technical
support as described in Mobilelron's published documentation for such support and maintenance offering. IN NO EVENT SHALL
MOBILEIRON'S LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY THIRD PARTY PRODUCT, HOWEVER CAUSED AND UNDER
ANY THEORY OF LIABILITY,WHETHER IN CONTRACT,STATUTE,TORT OR OTHERWISE,(1)EXCEED THE AMOUNTS RECEIVED BY
MOBILEIRON FOR THE APPLICABLE THIRD PARTY PRODUCT AND(11)WITH RESPECT TO THE SUPPORT AND MAINTENANCE SERVICES
RELATED THERETO(IF ANY), EXCEED ANY AMOUNTS RECEIVED BY MOBILEIRON FOR THE APPLICABLE SUPPORT AND MAINTENANCE
SERVICES FOR SUCH THIRD PARTY PRODUCT IN THE THEN-CURRENT TERM.
8.Additional Subscriptions;Reporting.
a. Additional Licenses. Customer shall be responsible for paying any incremental license fees and any associated
maintenance and support fees(where applicable)if the Actual Count for a specific SaaS Product exceeds the Licensed Device Count
for such SaaS Product at any time during a Subscription Term. If Customer learns that the Actual Count exceeds the Licensed Count
for specific SaaS Product,Customer shall either immediately cease such excessive usage or promptly notify Mobilelron that it wishes
to increase the Licensed Count to cover the excessive usage. Customer acknowledges that Mobilelron's delivery and support
infrastructure may enable Mobilelron(and/or its Authorized Reseller)to access information regarding Actual Count for the specific
SaaS Product. If Mobilelron(and/or its Authorized Reseller)learns that the Actual Count exceeds the Licensed Count for specific
SaaS Product, Mobilelron (or its Authorized Reseller)may invoice Customer for the excessive usage(including any associated
support and maintenance fees)and Customer shall pay such invoice. Unless otherwise mutually agreed in writing,the fees charged
to Customer for the additional licenses, user counts(or device counts,if applicable)and services shall be based on Mobilelron's
then-current price list.
b. Reporting;Audit. For audit purposes,within ten(10)days of Mobilelron's or its Authorized Reseller's written request,
Customer shall complete and certify Mobilelron's SaaS Product usage verification documentation.
9. Indemnity. Subject to the terms herein, Mobilelron shall, at its cost and expense,(i)defend,or at its option settle,any claim
brought against Customer,Customer Representatives,and their respective directors,officers and employees("Customer
Indemnitees)")by a third party alleging that any use of a SaaS Product or any Software infringes or violates any third party
intellectual property right,and(ii)pay,indemnify and hold Customer Indemnitees harmless from any settlement of such claim or
any damages awarded to such third party as a result of such claim,provided that Customer Indemnitee(s):(a)give Mobilelron
prompt written notice of any such claim;and(b)permit Mobilelron to solely control and direct the defense or settlement of any
such claim, provided Mobilelron shall not settle any claim in a manner which requires Customer to admit liability or pay money
without Customer's prior written consent;and(c)provide Mobilelron all reasonable assistance in connection with the defense or
settlement of any such claim,at Mobilelron's cost and expense. Customer may participate in the defense and settlement at
Customer's sole expense. If such a claim occurs,or in Mobilelron's opinion is reasonably likely to occur, Mobilelron, at its expense
and at its sole discretion,may,in addition to its indemnification obligations hereunder:(i) procure the right to allow Customer to
continue to use the applicable SaaS Product(or Software,as applicable),or(ii)modify or replace the applicable SaaS Product(or
Software,as applicable)or infringing portions thereof to become non-infringing,or(iii)if neither(i)nor(ii)is commercially
practicable,terminate Customer's use of the affected portion of the applicable SaaS Product(or Software, as applicable)and refund
18 MOBILEIRON CONFIDENTIAL
any pre-paid, unused subscription fees paid to Mobilelron for the unused period of any such terminated Subscription Term.
Notwithstanding the foregoing, Mobilelron shall have no obligations under this Section to the extent any claim is based upon or
arises out of use of(aa)the applicable SaaS Product(or Software,as applicable)not in accordance with the applicable
Documentation or outside the scope of the rights granted under this Agreement;and/or(bb)any combination or use of the
applicable SaaS Product with third party services,equipment, products or systems,to the extent that such claim is based on such
combination or use;and/or(cc)damages attributable to the value of the use of a non-Mobilelron product or service. Subject to the
terms herein,and to the extent not prohibited by law,Customer shall,at its cost and expense,(1)defend,or at its option settle,any
claim brought against Mobilelron,its affiliates,and their respective directors,officers and employees("Mobilelron Indemnitee(s)")
by a third party alleging that the Customer Data or Customer's use of any SaaS Product or any Software in violation of this
Agreement, infringes, misappropriates,or violates the intellectual property or other proprietary rights or violates applicable law,and
(ll)to the extent not prohibited by law, pay,indemnify and hold Mobilelron Indemnitees harmless from any settlement of such claim
or any damages awarded to such third party as a result of such claim, provided that Mobilelron Indemnitee(s):(x)gives Customer
prompt written notice of any such claim;(y)permits Customer to solely control and direct the defense or settlement of any such
claim,provided Customer shall not settle any claim which settlement terms requires Mobilelron to admit liability or pay money
without Mobilelron's prior written consent;and (z)provides Customer all reasonable assistance in connection with the defense or
settlement of any such claim,at Customer's expense. The remedies set forth in this Section constitute the indemnitees'sole and
exclusive remedies,and indemnitor's entire liability,with respect to claims described in this Section.
10.Ownership.The Software is licensed and not sold. Mobilelron and its licensors shall own and retain all right,title,and (except as
expressly licensed hereunder)interest in and to all SaaS Products,Software,all copies or portions of the foregoing,and any
derivative works of the foregoing(by whomever created). There are no implied licenses granted by Mobilelron under this
Agreement. All suggestions or feedback provided by Customer or its employees,contractors or other agents(including Customer
Representatives)to Mobilelron or its Authorized Resellers with respect to any SaaS Product or Software shall be Mobilelron's
property and deemed Confidential Information of Mobilelron,and Customer hereby assigns the same to Mobilelron. As between
the parties,Customer exclusively owns all right,title and (except as expressly licensed hereunder)interest in and to all Customer
Data. In connection with the normal operation of a SaaS Product, Mobilelron compiles and has access to aggregated data(such as
product or feature usage,device metrics/metadata and/or mobile application usage),which is anonymized and aggregated so that it
does NOT and cannot contain any information identifiable or attributable to any individual("Aggregated Anonymous Data").
Customer agrees that Mobilelron shall have the right to use,store,analyze,and disclose such Aggregated Anonymous Data.
11.Term;Termination.
a. Term. The term of this Agreement shall commence on the Effective Date and shall continue until all Subscription Terms
(including any renewals)for all SaaS Products have expired or terminated,unless earlier terminated as expressly set forth herein.
b. Termination for Cause. This Agreement may be terminated by a party:(i)upon thirty(30)days written notice,if the other
party materially breaches any provision of this Agreement and such breach remains uncured after such thirty(30)day notice period
expires;or(ii)effective immediately, if the other party ceases to do business,or otherwise terminates its business operations
without a successor;or(iii)effective immediately,if the other party becomes insolvent or seeks protection under any bankruptcy,
receivership,trust deed,creditors arrangement,composition or comparable proceeding,or if any such proceeding is filed against it
and not dismissed within ninety(90)days.
C. Effect of Expiration or Termination. (1) Upon any termination or expiration of this Agreement: (i)all Subscription Terms and
access, rights and licenses granted to Customer hereunder shall terminate;and (ii)Customer shall cease using all SaaS Products and
Software;and (iii)Customer shall delete/remove all copies of any Software;and(iv)upon written request of a party,the other party
shall return to such party all Confidential Information (excluding Customer Data which is addressed below)of such party in its
possession or control. (ll)With respect to Customer Data,at Customer's request, if received within thirty(30)days of any expiration
or termination of the Agreement:(i)Mobilelron shall permit Customer to access a SaaS Product solely to the extent necessary for
Customer to retrieve applications uploaded to such SaaS Product by Customer;and(ii) Mobilelron shall make available to Customer
for download a file of Customer Data in comma separated value(.csv)format along with attachments in their native format.After
such thirty(30)day period, Mobilelron shall have no obligation to maintain or provide any of Customer Data and shall thereafter,
unless legally prohibited,delete all of Customer Data in Mobilelron's possession or control. (III) Upon any termination of this
Agreement by Customer for cause, Mobilelron shall refund to Customer any prepaid, unused subscription fees paid to Mobilelron
for the unused period of all terminated Subscription Terms. Upon termination or expiration,Sections 1,2(b),5,7(b),7(c),7(d),8
(with respect to any accrued and unpaid fees),9, 10, 11,12, 14 and 15,and all liabilities that accrue prior to termination or
expiration shall survive and remain in effect.
12. Limited Warranties;Disclaimers.
19 MOBILEIRON CONFIDENTIAL
a. SaaS Product Warranty.Mobilelron warrants to Customer that the applicable SaaS Product(and any applicable Software)
shall perform materially in accordance with the Documentation. Customer must notify Mobilelron of any warranty deficiencies with
a SaaS Product(or any applicable Software)within thirty(30)days from provision of deficient SaaS Product in order to receive any
warranty remedy for such deficiency. For any breach of the forgoing warranty,Customer's exclusive remedy shall be for Mobilelron
to correct or re-perform such deficient SaaS product(or deliver new applicable Software),provided that if correction or re-
performance in compliance with this warranty(or re-delivery)is not commercially practicable,Customer shall be entitled to
terminate the applicable Subscription Term and obtain a refund of the prepaid,unused subscription fees paid to Mobilelron for the
unused period of any such terminated Subscription Term.
b. Related Services Warranty. Mobilelron warrants to Customer that all Related Services provided hereunder by Mobilelron
shall be professional,workmanlike and performed in a manner conforming to generally accepted industry standards and practices
for similar services. Customer must notify Mobilelron of any warranty deficiencies for Related Services within thirty(30)days from
performance of the deficient Related Service in order to receive any warranty remedy for such deficiency. For any breach of the
forgoing warranty,Customer's exclusive remedy shall be,at Mobilelron's option,for Mobilelron to(i)re-perform such deficient
Related Services or(ii)refund the fees paid for such non-conforming professional services,provided that,in either case,Mobilelron
must have received written notice of the non-conformity from Customer no later than ninety(90)days after the original delivery of
the services by Mobilelron.
C. Hardware Limited Warranty. If Customer has ordered and received Mobilelron Hardware from Mobilelron or an
Authorized Reseller,the limited warranty and remedies set forth on http://www.mobileiron.com/legal(or other URL designated by
Mobilelron)shall apply.
d. Mutual Warranties. Each party represents and warrants that(i)it has the legal power to enter into this Agreement,and
(ii)it shall not intentionally transmit to the other party or store on any SaaS Product any Malicious Code. If any Malicious Code is
transmitted by one party to the other,such other party may remove and return such code to the party that delivered it.
e. Restrictions.The express warranties specified above do not apply if the applicable SaaS Product,Software,Related
Services,Mobilelron Hardware,or any portion thereof:(i)has been altered,except by or on behalf Mobilelron;(ii)has not been
used,installed,operated,repaired,or maintained in accordance with this Agreement and/or Documentation;(iii)has been
subjected to abnormal physical or electrical stress,misuse, negligence,or accident;(iv)is used on equipment,products,or systems
not meeting specifications identified by Mobilelron in the applicable Documentation or(v)is licensed,for beta,evaluation,or testing
purposes. Additionally,the warranties set forth herein only apply when notice of a warranty claim is provided to Mobilelron within
the applicable warranty period specified herein and do not apply to any bug,defect or error caused by or attributable to software or
hardware not supplied by Mobilelron.
f. Disclaimer.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,EXCEPT FOR THE WARRANTIES EXPRESSLY SET
FORTH IN THIS SECTION, NEITHER PARTY PROVIDES ANY WARRANTIES OF ANY KIND WITH RESPECT TO ANY SUBJECT MATTER OF
THIS AGREEMENT,WHETHER EXPRESS, IMPLIED,STATUTORY OR OTHERWISE,AND EACH PARTY SPECIFICALLY DISCLAIMS ALL
IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-
INFRINGEMENT.
13.Confidentiality."Confidential Information"means any non-public data,information and other materials regarding the products,
software,services,or business of a party(and/or,if either party is bound to protect the confidentiality of any third party's
information,of a third party)provided by one party("Disclosing Party")to the other party("Receiving Party")after the Effective
Date in connection with this Agreement where such information is marked or otherwise communicated as being"proprietary"or
"confidential"or the like,or where such information should,by its nature or circumstances of disclosure,be reasonably considered
to be confidential and/or proprietary. The parties agree that,without limiting the foregoing,(a)Customer Data shall be deemed the
Confidential Information of Customer,and(b)the SaaS Products,Software and components of the foregoing(and any performance
data,benchmark results,and technical information relating to the foregoing),Documentation,and derivatives of the foregoing,and
Mobilelron's pricing information shall be deemed the Confidential Information of Mobilelron. Notwithstanding the foregoing,
Confidential Information shall not include information that:(i)is already known to the Receiving Party without restriction as to
disclosure prior to disclosure by the Disclosing Party;(ii)becomes publicly available without fault of the Receiving Party;(iii)is
rightfully obtained by the Receiving Party from a third party without restriction as to disclosure,or is approved for release by written
authorization of the Disclosing Party;or(iv)is independently developed or created by the Receiving Party without use of the
Disclosing Party's Confidential Information as evidenced by contemporaneous written records. Except as otherwise expressly
authorized herein,the Receiving Party agrees to:(x)use the Confidential Information of the Disclosing Party only to perform
hereunder(including to implement and deliver the SaaS Product and Software and their features and associated services)or
20 MOBILEIRON CONFIDENTIAL
exercise rights granted to it hereunder;(y)treat all Confidential Information of the Disclosing Party in the same manner as it treats
its own similar proprietary information, but in no case shall the degree of care be less than reasonable care;and(z)disclose the
Disclosing Party's Confidential Information only to those employees,contractors or other agents of the Receiving Party who have a
need to know such information for the purposes of this Agreement, provided that any such employee, contractor or other agent
shall be subject to obligations of non-use and confidentiality with respect to such Confidential Information at least as restrictive as
the terms of this Agreement, and the Receiving Party shall remain liable for any non-compliance of such employee,contractor or
other agent with the terms of this Agreement. Notwithstanding the provisions of this Section,the Receiving Party may disclose the
Disclosing Party's Confidential Information as required by any court or other governmental body or as otherwise required by law or
regulation to be disclosed, provided, however,that the Receiving Party shall provide written notice to the disclosing party promptly
to enable the Disclosing Party to seek a protective order or otherwise prevent disclosure of such Confidential Information. In no
event, however,shall Customer disclose Mobilelron Confidential Information to any Mobilelron Competitor. The obligations of the
parties under this Section will survive the expiration or termination of this Agreement. To the extent that the parties discuss
Mobilelron's product roadmap,which is Confidential Information of Mobilelron,Customer acknowledges that it is not purchasing
any licenses to any SaaS Product based on any such feature or functionality discussed,and that such features or functionality may or
may not(in Mobilelron's sole discretion)be included in any SaaS Product.
14. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE: LAW, EXCEPT FOR ANY BREACHES OF OR
FOR LIABILITY ARISING OUT OF SECTION 5(RESTRICTIONS)OR SECTION 9(INDEMNITY):(a) IN NO EVENT SHALL CUSTOMER OR
MOBILEIRON OR MOBILEIRON'S SUPPLIERS BE LIABLE TO THE OTHER PARTY FOR ANY LOST REVENUE, LOST PROFIT, LOST OR
DAMAGED DATA,OR BUSINESS INTERRUPTION,OR FOR ANY SPECIAL, INDIRECT,CONSEQUENTIAL, INCIDENTAL,OR PUNITIVE
DAMAGES HOWEVER CAUSED,IN CONNECTION WITH THIS AGREEMENT(UNDER ANY THEORY OF LIABILITY,WHETHER IN
CONTRACT,STATUTE,TORT OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;AND
(b)EXCEPT IN THE EVENT OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, IN NO EVENT SHALL THE AGGREGATE LIABILITY
OF CUSTOMER OR MOBILEIRON ARISING OUT OF OR RELATED TO THIS AGREEMENT(UNDER ANY THEORY OF LIABILITY,WHETHER
IN CONTRACT,STATUTE,TORT OR OTHERWISE) EXCEED THE FEES PAID TO MOBILEIRON FROM CUSTOMER(OR AUTHORIZED
RESLLER,AS APPLICABLE) FOR THE RELEVANT PRODUCT OR SERVICEDURING THE TWELVE(12) MONTHS IMMEDIATELY PRECEDING
THE EVENT GIVING RISE TO THE SUCH LIABILITY,WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR
OTHERWISE. MULTIPLE CLAIMS SHALL NOT EXPAND THE LIMITATIONS SET FORTH IN THIS SECTION. THE FOREGOING LIMITATIONS
SHALL NOT APPLY TO ANY INFRINGEMENT OR MISAPPROPRIATION BY EITHER PARTY OF THE OTHER PARTY'S INTELLECTUAL
PROPERTY RIGHTS,ANY INTENTIONAL BREACH OF SECTION 13(CONFIDENTIALITY)OR BREACH BY CUSTOMER OF ITS PAYMENT
OBLIGATIONS TO MOBILEIRON (OR AUTHORIZED RESELLER,AS APPLICABLE).
15.General.
a. Language. If there are any inconsistencies between the English language version of this Agreement,and any translated
version,then the English language version shall prevail. All services to be provided hereunder by Mobilelron to Customer(if any)
shall be conducted and provided in the English language.
b. In-Licensed Materials. A SaaS Product or Software may contain or may interoperate with software,services or other
technology that is not owned by Mobilelron but has been licensed to Mobilelron ("In-Licensed Materials"). The in-Licensed
Materials may be subject to additional terms and conditions as identified on http://www.mobileiron.com/legal/thirdpartvterms(or
other URL designated by Mobilelron)or as otherwise made available to Customer. Such terms and conditions are incorporated by
reference herein. If, during a Subscription Term, Mobilelron becomes aware that a third party supplier terminates use,access to,or
interoperability with the In-Licensed Materials, Mobilelron shall notify Customer of the same,and all of Customer's use and access
to such In-Licensed Materials shall terminate as of the effective date specified by such third party supplier. Within thirty(30)days of
the notification by Mobilelron of the termination of any In-Licensed Materials,the Customer may terminate the applicable SaaS
Product for convenience(effective no earlier than the date the applicable In-Licensed Materials is terminated). Upon such
termination,Customer shall be entitled to receive a pro-rata refund on any pre-paid, unused subscription fees paid to Mobilelron(if
any)for the unused period of any such terminated Subscription Term of the applicable SaaS Product. Mobilelron shall have no
liability to Customer in connection with any termination of any such In-Licensed Materials or the Customer's use of any In-Licensed
Materials.
C. Import/Export.SaaS Products,Software and Documentation,including technical data, may be subject to import and export
control laws, including the U.S. Export Administration Act and its associated regulations,and may be subject to export or import
regulations in other countries.Customer agrees to comply with all such regulations.
d. U.S.Government End User Purchasers.The Software, including all components thereof,and Documentation qualify as
"commercial items,"as that term is defined at Federal Acquisition Regulation("FAR")(48 C.F.R.)2.101,consisting of"commercial
21 MOBILEIRON CONFIDENTIAL
computer software"and"commercial computer software documentation"as such terms are used in FAR 12.212.Consistent with
FAR 12.212 and DoD FAR Supp.227.7202-1 through 227.7202-4,and notwithstanding any other FAR or other contractual clause to
the contrary in any agreement into which this Agreement may be incorporated, Customer may provide to Government end user or,
if this Agreement is direct,Government end user will acquire,the Software and Documentation with only those rights set forth in
this Agreement. Use of either the Software or Documentation or both constitutes agreement by the Government that the Software
and Documentation are"commercial computer software"and"commercial computer software documentation,"and constitutes
acceptance of the rights and restrictions herein.
e. Choice of Law;Venue. Except as otherwise set forth in Attachment A(if applicable),this Agreement shall be governed by
and construed in accordance with the laws of the State of Texas,without reference to or application of choice of law rules or
principles. Except as otherwise set forth in Attachment A(if applicable),the sole and exclusive jurisdiction and venue for actions
arising under this Agreement shall be the State and Federal courts in Tarrant County, Texas;Customer and Mobilelron hereby agree
to service of process in accordance with the rules of such courts. Notwithstanding any choice of law provision or otherwise,the
Uniform Computer Information Transactions Act(UCITA)and the United Nations Convention on the International Sale of Goods shall
not apply. The party prevailing in any dispute under this Agreement shall be entitled to its reasonable costs and legal fees.
f. Processing of Personal Information. Mobilelron agrees that it shall maintain administrative,physical,and technical
safeguards designed to protect the security,confidentiality and integrity of Personal Information. Mobilelron shall not Process
Personal Information,except(i)for the purposes of this Agreement,including without limitation to implement and deliver the
features and services associated with the normal use of any SaaS Product, provide Customer support and help Customer prevent or
address service or technical problems,(ii)as otherwise expressly permitted by Customer, or(iii)as compelled by law.
g. Force Majeure. Any delay or failure in the performance by Mobilelron hereunder shall be excused if and to the extent
caused by the occurrence of a Force Majeure. "Force Majeure"shall mean a cause or event that is not reasonably foreseeable or
otherwise caused by or under the control of Mobilelron,including but not limited to acts of God(including but not limited to fire,
flood,earthquake,storm, hurricane or other natural disaster),war, hostilities(whether war be declared or not), invasion,act of
foreign enemies,mobilization,requisition or embargo,rebellion,revolution,insurrection,military or usurped power,civil war,acts
or threats of terrorism, riots,strikes or labor disputes(excluding by Mobilelron employees).
h. Publicity. Mobilelron may publicly disclose(orally and in writing)that Customer is a customer of Mobilelron and a licensee
of the Software, including in a list of Mobilelron customers and other promotional materials.
i. Entire Agreement;Modifications.This Agreement constitute the entire agreement between the parties with respect to the
provision of SaaS Products,Software, Related Services and other software(as applicable),products(as applicable),and services(as
applicable)as described herein. This Agreement supersedes and cancels all previous written and previous or contemporaneous oral
communications, proposals, representations, and agreements relating to the subject matter contained herein.This Agreement
prevails over any pre-printed,conflicting or additional terms of any purchase order,ordering document, acknowledgement or
confirmation or other document issued by Customer before or after execution of this Agreement,even if accepted in writing by both
parties. Any such document is hereby deemed rejected and extraneous to this Agreement and Mobilelron's performance of this
Agreement shall not be deemed acceptance of the terms of any such documents or an amendment to(or agreement to amend)this
Agreement. Except as expressly provided herein,this Agreement may be amended,or any term or condition set forth herein
waived,only by a writing hand signed by both parties where"in writing"does not include an e-mail message and "hand signed"does
not include an electronic signature.
j. Severability and Waiver.Should any term of this Agreement be declared invalid,void or unenforceable by any court of
competent jurisdiction or by an arbitration panel(as applicable),that provision shall be modified,limited or eliminated to the
minimum extent necessary to effectuate the original intent and such declaration shall have no effect on the remaining terms hereof,
which shall continue in full force and effect. The failure of either party to enforce any rights granted hereunder or to take action
against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent
enforcement of rights or subsequent actions in the event of future breaches.
k. Assignment. This Agreement may not be assigned or transferred,in whole or in part,without the other party's prior
written consent,provided each party expressly reserves the right to assign this Agreement in its entirety to a successor in interest of
all or substantially all of its business or assets. Any action or conduct in violation of the foregoing shall be void and without effect.
Subject to the foregoing,all rights and obligations of the parties hereunder shall be binding upon and inure to the benefit of and be
enforceable by and against the successors and permitted assigns.
22 MOBILEIRON CONFIDENTIAL
I. Notice. Any notice required or permitted to be given in accordance with this Agreement shall be in writing. Notices to
Mobilelron shall be sent by personal delivery, registered or certified mail(return receipt requested, postage prepaid)or commercial
express courier(with written verification of receipt)to: Mobilelron, Inc.,415 East Middlefield Road, Mountain View,CA 94043,
U.S.A.,Attention:General Counsel. For contractual purposes,Customer consents to receive communications from Mobilelron
electronically. Notices sent to Customer shall be sent by personal delivery,electronic mail, registered or certified mail(return
receipt requested, postage prepaid)or commercial express courier(with written verification of receipt)to:the electronic address
Customer has provided to Mobilelron for invoicing purposes or the Customer address listed on the cover page of this Agreement or
any Customer address listed on the applicable Product Schedule. All notices shall be deemed given: (i)when delivered personally;
(ii)24 hours after electronic mail is sent, unless Mobilelron is notified that the email address is invalid; (iii)five(5)days after having
been sent by registered or certified mail,(or ten (10)days for international mail);or(iv)one(1)day after deposit with a commercial
express courier specifying next day delivery(or two(2)days for international courier packages specifying 2-day delivery). Either
party may change its address for receipt of notice by notice to the other party in accordance with this Section.
M. Equitable Relief. The parties agree that a material breach of this Agreement adversely affecting Mobilelron's or its
suppliers'intellectual property rights in any SaaS Product or Software or the Confidential Information of either party may cause
irreparable injury to such party for which monetary damages would not be an adequate remedy and the non-breaching party shall
be entitled to equitable relief(without a requirement to post a bond)in addition to any remedies it may have hereunder or at law.
n. Customer Affiliates. The parties agree that: (i)a Customer Affiliate may purchase licenses, products or services identified
on any applicable Price List under the terms of this Agreement either by executing a participation or adherence agreement with
Mobilelron or through Mobilelron's acceptance of an applicable purchase order issued by such Customer Affiliate to Mobilelron or
by an Authorized Reseller to Mobilelron (as applicable);and (ii)upon execution by Customer Affiliate and Mobilelron of such an
agreement or acceptance by Mobilelron of such a purchase order,such Customer Affiliate shall be deemed to have purchased such
licenses,products or services hereunder,and such Customer Affiliate shall be bound by and shall comply with the terms and
conditions of this Agreement as a "Customer"under this Agreement.
o. Independent Contractors. The parties are independent contractors,and this Agreement shall not establish any relationship
of partnership,joint venture,employment,franchise or agency between the parties.
P. Counterparts. This Agreement may be executed and delivered in one or more counterparts(including facsimile, PDF or
other electronic counterparts),with the same effect as if the parties had signed the same document. Each counterpart so executed
shall be deemed to be an original,and all such counterparts shall be construed together and shall constitute one Agreement.
23 MOBILEIRON CONFIDENTIAL
MOBILEIRON,INC.
ATTACHMENT A:SAAS PRODUCTS INTERNATIONAL TERMS AND CONDITIONS
If Customer's principal office is located outside North America as indicated on the cover sheet,the terms and conditions of this
Attachment shall apply. Otherwise,this Attachment shall not apply.
The following terms apply to all principal offices outside North America:
Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York,
without reference to or application of choice of law rules or principles. Notwithstanding any choice of law provision or
otherwise,the Uniform Computer Information Transactions Act(UCITA)and the United Nations Convention on the
International Sale of Goods shall not apply.
Arbitration. Any dispute,claim or controversy arising out of or relating to this Agreement or the existence,breach,
termination,enforcement,interpretation or validity thereof, including the determination of the scope or applicability of this
agreement to arbitrate, (each,a "Dispute")shall be referred to and finally resolved by arbitration under the rules and at the
location identified below. The arbitral panel shall consist of three(3)arbitrators,selected as follows:each party shall
appoint one(1)arbitrator,and those two(2)arbitrators shall discuss and select a chairman. If the two party-appointed
arbitrators are unable to agree on the chairman,the chairman shall be selected in accordance with the applicable rules of
the arbitration body. Each arbitrator shall be independent of each of the parties. The arbitrators shall have the authority to
grant specific performance and to allocate between the parties the costs of arbitration(including service fees,arbitrator
fees and all other fees related to the arbitration)in such equitable manner as the arbitrators may determine. The prevailing
party in any arbitration shall be entitled to receive reimbursement of its reasonable expenses incurred in connection
therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be
made to such court for judicial acceptance of any award and an order of enforcement,as the case may be.
Notwithstanding the foregoing, Mobilelron shall have the right to institute an action in a court of proper jurisdiction for
preliminary injunctive relief pending a final decision by the arbitrator,provided that a permanent injunction and damages
shall only be awarded by the arbitrator. The language to be used in the arbitral proceedings shall be English.
In addition, the following terms only apply to principal offices within Europe, the Middle East or Africa(EMEA):
Arbitration Rules and Location. Any Dispute shall be referred to and finally resolved by arbitration under the London Court
of International Arbitration ("LCIA") Rules(which Rules are deemed to be incorporated by reference into this clause)on the
basis that the governing law is the law of the State of New York, USA. The seat,or legal place,of arbitration shall be
London,England.
In addition, the following terms only apply to principal offices within Asia Pacific,Australia&New Zealand:
Arbitration Rules and Location. Any Dispute shall be referred to and finally resolved by arbitration under the Rules of
Conciliation and Arbitration of the International Chamber of Commerce("ICC")in force on the date when the notice of
arbitration is submitted in accordance with such Rules(which Rules are deemed to be incorporated by reference into this
clause)on the basis that the governing law is the law of the State of New York,USA. The seat,or legal place,of arbitration
shall be Singapore.
In addition, the following terms only apply to principal offices within the Americas(excluding North America):
Arbitration Rules and Location. Any Dispute shall be referred to and finally resolved by arbitration under International
Dispute Resolution Procedures of the American Arbitration Association("AAA")in force on the date when the notice of
arbitration is submitted in accordance with such Procedures(which Procedures are deemed to be incorporated by
reference into this clause)on the basis that the governing law is the law of the State of New York, USA. The seat,or legal
place,of arbitration shall be New York, New York, USA.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
24 MOBI EIRON CONFIDENTIAL