End-User License Agreement

ATTENTION: Please carefully read this Agreement. By selecting Agree or I accept the terms in the license agreement and/or installing, activating and/or using this Software, YOU indicate that YOU have read, understood and accepted the provisions of this Agreement, and that YOU have the authority to enter into this Agreement on your own behalf or on behalf of the entity that you represent. If YOU do not accept or agree to these provisions, or do not have the authority to enter into this Agreement, please do not install, activate or use the Software and/or return the Software, complete with all packaging and enclosed materials to YOUR place of purchase, within 10 days from the date of purchase of the Product.
DEFINITIONS. 1. (a) (b) (c) Definitions. In this Agreement: Agreement means this Software End-User License Agreement; Products means the Sierra Wireless products with which the Software has been designed, and is intended, to work; Sierra Wireless means Sierra Wireless, Inc. and any legal entity or entities directly or indirectly controlling, controlled by, or under common control with Sierra Wireless, Inc. Control means the right to exercise, directly or indirectly, more than 50% of the voting rights attributable to the shares, partnership interests, membership shares or similar ownership interest of such controlled entity; Sierra Wireless Software means Sierra Wireless software, any updates to it, and all Sierra Wireless and third-party proprietary documentation, including installation documents, provided by Sierra Wireless; Software means, collectively, the Sierra Wireless Software and the Third Party Software; Third Party Software means any software other than the Sierra Wireless Software, which Sierra Wireless is authorized to license to you under the terms of this Agreement; Warranty Card means the warranty card, if any, that accompanies the Product, and Warranty means the terms of the product warranty referred to in the Warranty Card; Warranty Party means the party identified on the Warranty Card as the party to which Warranty claims should be referred during the Warranty Period; and Warranty Period means the period starting on the Date of Purchase and ending twelve (12) months later or, where a longer period has been authorized by Sierra Wireless or is required by applicable law, such longer period; Headings. Headings have been inserted in these provisions for convenience of reference only and will not affect their construction. TERM. Term. This Agreement shall be effective from the date on which YOU accept these provisions, until the date on which this Agreement is terminated in accordance with Section 8.1 below (Termination). LICENSE. Grant of License. Sierra Wireless grants YOU a non-exclusive, transferable, worldwide right to use, per the provisions of this Agreement, the Software solely with Products that YOU have purchased. Restrictions on Use. YOU may not: use the Software or make copies of it or any part of it, other than as expressly permitted in this Agreement; publish or distribute, either directly or indirectly, all or part of the Software, or sell, assign, transfer, rent, lease, sublicense or distribute rights to the Software, in whole or in part; translate, reverse engineer, decompile or disassemble the object code version of the Software for any purpose including, without limitation, to create a derivative product or to translate, reverse engineer, decompile or disassemble the Products; remove any proprietary notices or labels from the Software; use the Software to configure any product not purchased directly from either Sierra Wireless or a Sierra Wireless-authorized distributor; or use the Software to configure Products for use on any network where the network carrier/third party provider requires that YOU secure activation authority and YOU have not secured such authority.

(d) (e) (f) (g) (h) (i) 1.2 2. 2.1 3. 4. 4.1 (a) (b) (c) (d) (e) (f)

4.2

Trial Period. Some or all of the Software may be licensed on a trial basis. Your rights to use such Software are limited to the trial period. The applicability and length of the trial period are set forth during the activation process. You will have the option to convert your trial rights to subscription or perpetual rights upon payment of a license fee. Conversion options will be presented to you at the expiration of your trial period. After expiration of any trial period without conversion, the trial Software will stop running and the license granted hereunder will terminate. INTELLECTUAL PROPERTY. Intellectual Property. The Software is protected by Canadian and international copyright and intellectual property laws. YOU acknowledge that the Sierra Wireless Software is the property of Sierra Wireless and the Third Party Software is the property of third parties and that, except for the limited rights granted under Section 3.1 above (Grant of License), YOU acquire no right, title or interest in or to the Software, including the source code and object code.

4.3 5.

WARRANTY.
6. 6.1 Warranty. Sierra Wireless Warranty for the Sierra Wireless Software and the Products is as set out in the Warranty Card. Warranty Procedure. During the Warranty Period, if YOU have a Warranty claim, YOU must first download the then-current relevant version of the Sierra Wireless Software from Sierra Wireless at the Support tab on Sierra Wireless website: www.sierrawireless.com. If the then-current version of the Sierra Wireless Software fails to perform, in all material aspects, with its specifications, YOU may: Contact the Warranty Party as instructed by the Warranty Card. The Warranty Party will either repair or replace the defective Sierra Wireless Software or refer the defective Sierra Wireless Software to Sierra Wireless; or if the Sierra Wireless product is not accompanied by a Warranty Card, YOU must contact Sierra Wireless via e-mail at support@sierrawireless.com. If the Sierra Wireless Software is still under warranty, Sierra Wireless shall make reasonable commercial efforts to remedy any material defects. Sierra Wireless entire liability and YOUR exclusive remedy under the Warranty will be the replacement of defective Sierra Wireless Software with software that meets the specifications. Sierra Wireless shall have no responsibility to remedy problems caused by use of the Sierra Wireless Software other than per the installation materials and the provisions of this Agreement. Sierra Wireless warrants all replacement Sierra Wireless Software for the remainder of the original Warranty Period. 6.2 6.3 6.4 Sierra Wireless Warranty for the Product does not include any warranty for the Third Party Software and You agree that You will refer any defects in the Third Party Software solely to the Third Party for resolution. WARRANTY EXCLUSIONS. No Other Warranties. Except as set out in Section 5.1 above (Warranty) to the extent permitted by applicable law, Sierra Wireless expressly disclaims all warranties, representations or conditions of any kind, expressed or implied or statutory, written or oral, with respect to the Software, including but not limited to, any warranty of non-infringement, merchantable quality or fitness for a particular purpose. Sierra Wireless does not warrant nor make any condition or representations with respect to the Third Party Software, or: that the functions contained in the Software will meet YOUR requirements; that the operation of the Software will be uninterrupted or error free or virus free or that defects in the Software will be corrected; and regarding the use or the results of the use of the Software in terms of its correctness, accuracy, reliability or otherwise. Consequential Damages. In no event shall Sierra Wireless, its directors, officers, employees, suppliers and agents, be liable for injury to persons or property, or for any indirect, special, incidental or consequential, punitive or exemplary damages, including loss of profits or revenues, lost or damaged data, failure to realize expected savings, claims against them by third parties, or any other commercial or economic losses of any kind, whether based on contract, tort (including theories of negligence, recklessness, strict liability, or defective product liability) or any other legal theory, even if advised of the possibility of such damages or they are foreseeable, arising out of YOUR use of or inability to use the Software. Maximum Liability. The total liability of Sierra Wireless for failure to fulfill its warranty obligations, and of Sierra Wireless, its directors, officers, employees, suppliers and agents, for any other liability under, or in connection with the Software, regardless of the number of events, occurrences or claims giving rise to liability, shall be limited, except for the indemnification under Section 7.1 below (Indemnification), to the amount of the license fee actually paid by YOU for the Software. Some jurisdictions do not allow the exclusion of implied warranties and conditions and do not permit the exclusion or limitation of certain damages. Therefore, the exclusions set out in this Agreement may not apply to YOU.

(a) (b)

(a) (b) (c) 6.5

6.6

6.7 6.8 7.

INDEMNIFICATION. Indemnification. Except as specifically provided in Section 7.2 below (Exceptions), Sierra Wireless shall defend, indemnify
and hold harmless YOU, YOUR shareholders, directors, officers and employees from and against any damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any claim, suit or proceeding brought by a third party asserting that the Sierra Wireless Software, or any part of it, infringes or misappropriates any third party patent rights, copyrights, trademarks, trade names, know-how, trade secrets and other intellectual property rights which are protected by laws and regulations of any relevant countries. In addition, if such a claim is made, or in Sierra Wireless opinion is likely to be made, or the use of the Sierra Wireless Software is enjoined or, in Sierra Wireless opinion is likely to become the subject of an injunction preventing its licensing or use as contemplated in this Agreement, Sierra Wireless will, at Sierra Wireless expense and sole election either:

(a) (b)

procure for YOU the right to use the Sierra Wireless Software; or modify the Sierra Wireless Software so that it becomes non-infringing while giving equivalent functionality and performance.

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The foregoing states the sole and exclusive liability of Sierra Wireless for infringement and is in lieu of any and all warranties, conditions and representations, express or implied or statutory, in regard thereto. Without limitation, Sierra Wireless has no indemnification obligations or liability relating to the Third Party Software. Exceptions. Sierra Wireless will have no liability or obligation to YOU where the infringement is caused by, or based upon: (c) (d) (e) (f) use of the Sierra Wireless Software in an application or environment or on a platform or with devices for which the Sierra Wireless Software was not designed or contemplated; modifications, alterations, combinations, or enhancements of the Sierra Wireless Software not created by Sierra Wireless; any third party defined feature that Sierra Wireless incorporates into the Sierra Wireless Software at the request of that third party; YOUR failure to install any corrections or enhancements made available by Sierra Wireless for the Sierra Wireless Software that maintain equivalent or better functionality and performance, to the extent that such correction or enhancement would have avoided the infringement claim; or the Third Party Software. Sierra Wireless' obligations do not apply to any alleged infringement occurring after YOU have received written notice of the alleged infringement. 7.2 Conditions for Indemnification. Sierra Wireless obligation to indemnify and hold harmless as set out above in Section 7.1 above (Indemnification) is subject to the conditions that it is given prompt notice of any such claims, and is given control of and all requested and reasonable assistance (at Sierra Wireless cost) for the defense of such claims, provided that any delay in notification shall not relieve Sierra Wireless of its obligations except to the extent that the delay impairs its ability to indemnify and defend. TERMINATION. Termination. If YOU breach any of the material provisions of this Agreement, this Agreement shall terminate immediately without the need for Sierra Wireless to give notice, and YOU shall: Immediately cease use of the Software; and Promptly destroy or return the Software, as directed by Sierra Wireless, and provide Sierra Wireless with a certificate attesting that all of the Software has been returned or destroyed. Survival of Certain Obligations. The following provisions shall survive termination of this Agreement: Article 1 above (Definitions); Section 3.2 above (Restrictions on Use); Article 4 above (Intellectual Property); Article 6 above (Warranty Exclusions); Article 7 above (Indemnification); This Article 8 (Termination); and Article 9 below (General). GENERAL.

(g)

7.3 8. (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k)

8.2

Diagnostic and Usage Data. YOU agree that Sierra Wireless and its subsidiaries and agents may collect, maintain, process and use diagnostic, technical, usage and related information, including but not limited to information about YOUR computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to YOU (if any) related to the Software, and to verify compliance with the terms of this Agreement. Sierra Wireless may use this information, as long as it is collected anonymously in a form that does not personally identify YOU, to improve our products or to provide services or technologies to YOU. Location Data. Sierra Wireless and its partners, licensees, third party developers and websites may provide certain services through the Software that rely upon location information. By using the geolocation feature of the Software, YOU agree and consent to Sierra Wireless and its partners, licensees, third party developers and websites transmission, collection, maintenance, processing and use of YOUR location data to provide and improve such products and services. If a website is not a Sierra Wireless website, Sierra Wireless has no control over that website, its privacy practices or its use of YOUR location data. When accessing third party websites that use or provide YOUR location data, YOU are subject to and should review that websites terms of use and privacy policy to understand how they treat YOUR location data. Export Control. YOU warrant that YOU shall not, without the prior written consent of all of the appropriate governmental regulatory bodies, transmit directly or indirectly the Software or any immediate product (including processes and services) produced directly by the use of the Software, to any location to which the transmission is prohibited by the government of Canada, the government of the United States of America or the government of the location to which you intend to transmit the Software. Governing Law & Disputes. All claims or disputes arising hereunder or in connection with this Agreement shall be submitted to arbitration before a single arbitrator under the rules of The American Arbitration Association. The laws of the State of California and the laws of the United States applicable therein shall govern all such claims or disputes (without giving effect to principles of conflicts of laws). The location of the arbitration shall be San Diego, California. Injunctive Relief. YOU acknowledge that any use of the Software in a manner not authorized by this Agreement would cause Sierra Wireless irreparable harm that could not be fully remedied by monetary damages. So, YOU agree that Sierra Wireless shall have the right to obtain injunctive or other equitable relief as may be necessary to prevent the unauthorized or unlawful action, and YOU waive any right that a bond be posted in connection with the granting of the injunctive or other equitable relief. Severability. Any provision of this Agreement which is, or is deemed to be, unenforceable in any jurisdiction shall be severable from this Agreement in that jurisdiction, without in any way invalidating the remaining provisions of this Agreement and any such unenforceability in that jurisdiction shall not make that provision unenforceable in any other jurisdiction. Modifications. This Agreement shall not be modified except by a document signed and made part of this Agreement by an authorized signing officer of Sierra Wireless. Waiver. A waiver of any right, obligation or default will only be effective if it is in writing and signed by the party against whom the waiver is sought to be enforced. Any particular waiver of any right, obligation or default will not be construed as a waiver of any subsequent or other right, obligation or default. The remedies of each party shall be cumulative and not exclusive.

8.3

8.4

8.5

8.6

8.7

8.8 8.9

8.10 Notices. All notices shall be in writing, shall be signed by the party giving notice, and shall be effective on receipt. If a notice duly signed by the party giving notice is transmitted to the other party by facsimile or as a pdf attachment to an e-mail, the facsimile transmission or pdf attachment will be deemed an executed original of the notice and of such signature. 8.11 Assignment. YOU may not assign this Agreement, in whole or in part, without the prior written consent of Sierra Wireless. 8.12 Entire Agreement. This Agreement constitutes the entire agreement between YOU and Sierra Wireless on the subject matter and supersedes any agreement or understanding, written or oral, made prior to the date on which YOU download the Software. 2131028, Rev. 8 Released: 16 September 2011

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