AIRWAVE™ WIRELESS, INC.
PILOT PROGRAM AGREEMENT
READ THESE TERMS AND CONDITIONS CAREFULLY
AIRWAVE IS WILLING TO PERMIT YOU TO EVALUATE THE SOFTWARE THAT YOU ARE ATTEMPTING TO INSTALL
ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS PILOT PROGRAM
AGREEMENT.YOU CAN INDICATE YOUR ACCEPTANCE BY CLICKING ON THE BUTTON MARKED "I ACCEPT"
BELOW.PLEASE READ ALL OF THE TERMS HEREIN CAREFULLY BEFORE CLICKING ON "I ACCEPT" BELOW.IF
YOU ARE INSTALLING THE SOFTWARE ON BEHALF OF ANOTHER PERSON OR ENTITY, WHETHER AN
EMPLOYER, CUSTOMER OR OTHER THIRD PARTY, YOU MUST BE PREPARED TO DEMONSTRATE TO AIRWAVE
THAT YOU ARE AUTHORIZED TO ACT ON BEHALF OF THAT THIRD PARTY.
BY CLICKING "I ACCEPT" AND INSTALLING AND USING THE SOFTWARE, YOU ARE ACKNOWLEDGING THAT YOU
UNDERSTAND AND AGREE TO OF ALL OF THE TERMS OF THIS PILOT PROGRAM AGREEMENT.IF YOU DO NOT
AGREE TO THESE TERMS, THEN AIRWAVE IS NOT WILLING TO PERMIT YOU TO EVALUATE OR USE THE
SOFTWARE.PLEASE CLICK "I DON'T ACCEPT" BELOW, AND YOU WILL EXIT OUT OF THE INSTALLATION PROCESS.
AirWave™ Wireless, Inc. ("AirWave") has developed and owns all rights in the proprietary computer program that you
are about to install (the "Software").This Pilot Program Agreement (this "Agreement") sets forth the terms under which
you may install and use the Software for purposes of a limited evaluation of its features and operation.In order to continue
with your installation of the Software and commence your evaluation, you must indicate your agreement to all of the terms
set forth herein.
YOU AGREE AS FOLLOWS:
1. Nature of the Agreement
By agreeing to the terms of AirWave's pilot program set forth herein, prospective customers can receive a limited
license (described below) to evaluate this AirWave software product.This Agreement is a legal agreement made between
you, an authorized representative of a company or organization that is interested in licensing the Software ("Licensee") and
AirWave.This Agreement contains the terms and conditions that must be complied with by you and by all other Licensee
representatives in order to evaluate the Software under AirWave's pilot program.As used herein, "you" refers to Licensee
and to all employees, agents and representatives of Licensee that use the Software.
The term of this Agreement and the license rights granted hereunder will commence upon your installation of the
Software and will continue for the greater of 30 days or any period specified onscreen or otherwise communicated to you in
writing by AirWave (the "Evaluation Period"), at which point they will automatically terminate and the Software will cease to
function.You may terminate the license and this Agreement at any time by ceasing all use of the Software and deleting all
Software files and copies of Documentation (defined below) from your system.This license will also terminate automatically
upon your failure to comply with any of the terms of this Agreement.Upon termination of this Agreement, you agree to
promptly destroy all printed copies and delete all electronic copies of any Documentation, and to ensure that no copies of
the Software or of any Software screens, data, or other content remain archived or otherwise stored on your system.
THE SOFTWARE CONTAINS A CODE THAT WILL DISABLE THE SOFTWARE AND RENDER IT UNUSABLE UPON
EXPIRATION OF THE EVALUATION PERIOD.THE ONLY WAY TO CONTINUE USE OF THE SOFTWARE BEYOND
THE EVALUATION PERIOD IS BY PAYING TO LICENSE THE SOFTWARE FROM AIRWAVE PURSUANT TO SECTION
3. License Grant
AirWave hereby grants to you a limited, revocable, nonexclusive, non-transferable, non-sublicensable license, only for
the Evaluation Period, to install and use a single object code copy of the Software on a single server, together with any and
all written and electronic user's guides, specifications and other documentation related thereto (the "Documentation"), for
the sole purpose of evaluating and testing the Software.Nothing in this Agreement should be construed as granting you
any right to receive any maintenance services, updates, or upgrades from AirWave; provided, however, that in the event
AirWave decides, in its sole discretion, to provide you with any updates or upgrades to the Software, such updates and
upgrades will be deemed to be included in the definition of "Software" for purposes of this Agreement.
4. Purchase of Software License
At any time during the Evaluation Period, you can notify AirWave in writing that you want to purchase a full (i.e., non-
evaluation) license to the Software, which AirWave will license to you under a separate license agreement at AirWave's
then-current pricing.Upon receipt of such notice, AirWave will promptly provide you with such materials (including, to the
extent necessary, license agreements, non-evaluation copies of the Software, and installation instructions and/or
assistance) necessary to accomplish the sale.AirWave pricing is available upon request.
5. Technical Support
AirWave will provide you with limited technical support during the Evaluation Period as follows: (a) AirWave will provide
telephone support for calls received during AirWave's regular business hours, which are from 8:00 am to 6:00 pm California
Time, Monday through Friday (excluding U.S. holidays), in order to respond to reasonable customer inquiries concerning
use of the Software; and (b) AirWave will exercise reasonable efforts to respond within five business days after receipt to
those email support inquiries that are submitted to email@example.com.
AirWave retains all rights to the Software and the Documentation not specifically granted herein.AirWave and its
licensors own the Software and the Documentation and all copyright and other intellectual property rights therein, and this
Agreement transfers to you neither title to nor any proprietary or intellectual property rights in or to the Documentation or the
Software, or any updates or upgrades thereto or derivative works thereof, or any copyrights, patent rights, or trademarks,
embodied or used in connection therewith, except for the rights expressly granted herein.The Software and the
Documentation are protected by United States laws and international treaty provisions.
To the maximum extent permitted by law, you may not: (i) reverse engineer, decompile, or disassemble the Software,
or otherwise attempt to derive the source code of the Software; (ii) rent, lease, loan, sell, sublicense, distribute, transmit or
otherwise transfer the Software to any third party, or permit use of the Software by any third party; (iii) make any copy of or
otherwise reproduce the Software or any portion thereof, except for those copies necessarily made by the server that is
running the Software or otherwise necessary for use of the Software in accordance with this Agreement; or (iv) make any
modifications, enhancements or improvements to (or otherwise create derivative works of) the Software.
8. Your Obligations
You will be solely responsible for the following: (i) providing all hardware, software, networking and communications
capabilities required for use of the Software; (ii) at all times using the Software in accordance with the Documentation and
any other written instructions provided to you by AirWave; (iii) at all times complying fully with any and all relevant laws,
rules and regulations related to your use of the Software; and (iv) without limiting the foregoing, at all times complying fully
with all applicable laws, rules and regulations of the United States governing the export of software (the "Export Laws"), to
assure that neither the Software or any direct product thereof is (1) exported, directly or indirectly, in violation of the Export
Laws; or (2) is used or intended to be used for any purpose prohibited by the Export Laws.
You will indemnify, defend, and hold AirWave harmless from and against any and all third-party claims arising from, in
connection with, or related in any way, directly or indirectly, to: (i) your use of the Software, the Documentation, or any other
materials furnished under this Agreement; or (ii) your breach of any of the terms of this Agreement.
10. Limitation of Liability
You are not entitled to receive damages from AirWave for any cause relating to this Agreement, to your use of the
Software, to any services provided by AirWave hereunder, or to any services provided by any third party in connection with
your use of the Software.In addition, in no event will you be entitled to obtain any injunctive relief or otherwise enjoin,
restrain, or otherwise interfere with AirWave or with the distribution, operation, development, or performance of the Software
or any other AirWave products.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL AIRWAVE BE LIABLE TO YOU FOR ANY
DAMAGES WHATSOEVER ARISING OUT OF YOUR USE OF (OR ANY INABILITY TO USE) THE SOFTWARE.
WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL AIRWAVE BE LIABLE FOR ANY SPECIAL, INDIRECT,
INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF DATA, LOST PROFITS, OR
LOST BUSINESS OPPORTUNITIES, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE
SOUGHT, AND EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
11. Disclaimer of Warranty
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AIRWAVE EXPRESSLY DISCLAIMS ANY AND ALL
WARRANTIES OF ANY KIND ON THE SOFTWARE, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY
OPERATION OF LAW), INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF NONINFRINGEMENT,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES ALLEGED TO
HAVE ARISEN FROM CUSTOM, USAGE, OR A COURSE OF DEALINGS BETWEEN THE PARTIES.AIRWAVE WILL
HAVE NO LIABILITY ARISING OUT OF OR IN ANY WAY RELATED TO CUSTOMER'S USE OF THE SOFTWARE OR
THE DOCUMENTATION.AIRWAVE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE
WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE
UNINTERRUPTED OR ERROR FREE.
12. General Provisions
(a) Governing Law
California law will govern this Agreement and the transactions it contemplates, without reference to rules regarding
conflicts of law.
If any provision of this Agreement is determined by any court of competent jurisdiction to be invalid or unenforceable,
such provision shall be interpreted to the maximum extent to which it is valid and enforceable, all as determined by such
court in such action, and the remaining provisions of this Agreement will, nevertheless, continue in full force and effect
without being impaired or invalidated in any way.
(c) No Assignment
You may not assign this Agreement or any of the rights granted by AirWave hereunder, in whole or in part, without the
prior written consent of AirWave, and any attempt to do so will be void.This Agreement will be binding upon and inure to
the benefit of the parties, their respective successors and permitted assigns.
(d) Government Licensee
If the Software is licensed by or for any unit or agency of the United States Government, then the Software will be
classified as "commercial computer software", as that term is defined in the applicable provisions of the Federal Acquisition
Regulation (the "FAR") and supplements, including the Department of Defense ("DoD") FAR Supplement (the "DFARS").
The Software was developed exclusively at private expense, and no part of the Software was first produced in the
performance of a United States Government contract.If the Software is supplied for use by DoD, the Software is delivered
subject to the terms of this Agreement and either (i) in accordance with DFARS 227.7202-1(a) and 227.7202-3(a), or (ii)
with restricted rights in accordance with DFARS 252.227-7013(c) (Nov. 1995), as applicable.If the Software is supplied for
use by a Federal agency other than DoD, the Software is restricted computer software delivered subject to the terms of this
Agreement and (i) FAR 12.212; (ii) FAR 52.227-19; or (iii) FAR 52.227-14, as applicable.
(e) Acknowledgement and Exclusivity
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE
BOUND BY ITS TERMS AND CONDITIONS.YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT BETWEEN YOU AND AIRWAVE, AND THAT IT SUPERCEDES ANY PROPOSAL,
PRIOR AGREEMENT OR UNDERSTANDING, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN
YOU AND AIRWAVE RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, ALL OF WHICH ARE EXPRESSLY
MERGED HEREIN.THIS AGREEMENT MAY NOT BE CHANGED, ALTERED, OR MODIFIED EXCEPT BY A WRITING
SIGNED BY THE PARTIES.NO ACT, DOCUMENT, USAGE OR CUSTOM WILL BE DEEMED TO MODIFY OR AMEND
THIS AGREEMENT IN ANY WAY.