HYLA, INC.’s CONFIDENTIAL INFORMATION – NOT FOR DISTRIBUTION OR DISCLOSURE

Terms and Conditions for Use of the HYLA

Mobile Applications Solutions Suite (“Terms

of Use Agreement” or “Agreement”)

Effective: January 1, 2017.

By using the online HYLA

Mobile Applications

Solutions Suite (the "HYLA Suite"), you agree to

fully comply with and be bound by this Terms of Use

Agreement. The HYLA Suite is an online, cloud-

based, subscription-based automated tool to provide

mobile device information (e.g., on-device

diagnostics and cracked screen detection) to the

HYLA Suite’s subscribers, and includes the HYLA

Suite Software (defined below) and any other HYLA

software application that is required to be

downloaded onto a mobile device in order to access

the HYLA Suite (collectively, the “Service”). Please

review this Terms of Use Agreement carefully. If you

do not agree to the terms of this Terms of Use

Agreement, you should not use the Service. The

terms "Hyla, Inc." "HYLA Mobile," "us," or "our"

refers to Hyla, Inc. The term "you" refers to the user

or viewer of our Service.

1. Acceptance of the Terms of Use Agreement.

a. The Service is an online subscription service

providing its subscribers with access to a cloud-based

software-as-a-service that provides mobile device

diagnostic information. You agree to the terms and

conditions outlined in this Terms of Use Agreement.

You must review and agree to this Agreement prior

to using or accessing the Service. This Agreement

constitutes the entire and only agreement between

HYLA Mobile and you, and supersedes all prior or

contemporaneous agreements, representations,

warranties and understandings with respect to your

use of the Service, the content, products or services

provided by or through the Service, and the subject

matter of this Agreement. HYLA Mobile may amend

this Agreement at any time without providing you

specific notice. Continued use of the Service

following any change(s) constitutes acceptance of the

change(s).

b. Software.

The "HYLA Suite Software" means HYLA’s

proprietary Carrier Exchange Software, together with

any maintenance releases that may be provided to

You pursuant to this Agreement.

(i) License Grant. Subject to the terms and

conditions of this Agreement, and conditioned on

your compliance therewith, HYLA Mobile hereby

grants to you a non-exclusive, non-sublicensable and

non-transferable, limited license to use the HYLA

Suite Software and solely as provided in this

Agreement during the period of your authorized use.

(ii) Scope of Licensed Access and Use. You

may install, use and run one copy of the HYLA Suite

Software on mobile devices owned by third party end

users solely for the purpose of using the Service.

(iii) Use Restrictions. Except as this Agreement

expressly permits, you shall not, and shall not permit

any other person to:

(a) copy the HYLA Suite Software, in

whole or in part;

(b) modify, correct, adapt, translate,

enhance or otherwise prepare derivative

works or improvements of any HYLA Suite

Software;

assign, distribute, publish, transfer or

otherwise make available the HYLA Suite

Software to any person, including on or in

connection with the internet or any time-

sharing, service bureau, software as a

service, cloud or other technology or

service;

(d) reverse engineer, disassemble,

decompile, decode or adapt the HYLA Suite

Software, or otherwise attempt to derive or

gain access to the source code of the HYLA

Suite Software, in whole or in part;

(e) bypass or breach any security

device or protection used for or contained in

the HYLA Suite Software or documentation

provided therewith;

(f) remove, delete, efface, alter,

obscure, translate, combine, supplement or

otherwise change any trademarks, terms of

the documentation, warranties, disclaimers,

HYLA, INC.’s CONFIDENTIAL INFORMATION – NOT FOR DISTRIBUTION OR DISCLOSURE

or intellectual property rights, proprietary

rights or other symbols, notices, marks or

serial numbers on or relating to any copy of

the HYLA Suite Software;

(g) use the HYLA Suite Software in

any manner or for any purpose that

infringes, misappropriates or otherwise

violates any intellectual property right or

other right of any person, or that violates

any applicable law;

(h) use the HYLA Suite Software for

purposes of: (i) benchmarking or

competitive analysis of the HYLA Suite

Software; (ii) developing, using or providing

a competing software product or service; or

(iii) any other purpose that is to HYLA

Mobile's detriment or commercial

disadvantage;

(i) use the HYLA Suite Software in or

in connection with the design, construction,

maintenance, operation or use of any

hazardous environments, systems or

applications, any safety response systems or

other safety-critical applications, or any

other use or application in which the use or

failure of the HYLA Suite Software could

lead to personal injury or severe physical or

property damage;

(j) use the HYLA Suite Software for

any purpose or application not expressly

permitted by this Agreement; or

(k) allow any third party access to the

HYLA Suite Software or images of the

HYLA Suite Software.

(iv) Delivery. HYLA Mobile shall deliver one

copy of the HYLA Suite Software electronically or

on tangible media or by other means, in HYLA

Mobile's sole discretion, to you upon your agreement

to the terms of this Agreement.

c. THIRD-PARTY SOFTWARE AND OPEN

SOURCE. INDIVIDUAL SOFTWARE

COMPONENTS, EACH OF WHICH HAS ITS

OWN COPYRIGHT AND ITS OWN APPLICABLE

LICENSE CONDITIONS FROM THIRD PARTIES

MAY BE DISTRIBUTED, EMBEDDED, OR

BUNDLED WITH THE HYLA SUITE

SOFTWARE, INCLUDING OPEN SOURCE.

SUCH THIRD-PARTY SOFTWARE AND OPEN

SOURCE SOFTWARE IS SEPARATELY

LICENSED BY ITS COPYRIGHT HOLDER. USE

OF SUCH THIRD-PARTY SOFTWARE AND

OPEN SOURCE SOFTWARE MUST BE IN

ACCORDANCE WITH THE LICENSE TERMS

APPLICABLE TO SUCH SOFTWARE. HYLA

MOBILE MAKES NO REPRESENTATION,

WARRANTY OR OTHER COMMITMENT OF

ANY KIND REGARDING SUCH THIRD-PARTY

SOFTWARE OR OPEN SOURCE SOFTWARE.

HYLA MOBILE OFFERS NO SUPPORT FOR

SUCH THIRD-PARTY SOFTWARE OR OPEN

SOURCE SOFTWARE AND SHALL, TO THE

MAXIMUM EXTENT PERMITTED BY LAW,

HAVE NO LIABILITY ASSOCIATED WITH ITS

USE. ALL WARRANTIES, EXPRESS OR

IMPLIED, ARE DISCLAIMED (INCLUDING BUT

NOT LIMITED TO THE DISCLAIMER OF ANY

IMPLIED WARRANTIES OF NON-

INFRINGEMENT, MERCHANTABILITY, AND

FITNESS FOR A PARTICULAR PURPOSE) BY

HYLA’S THIRD PARTY PROVIDERS OF THIRD-

PARTY SOFTWARE.

Any third-party software provided by QlikTech Inc.

or its affiliates that is embedded or bundled into the

HYLA Suite is the technology of Qlik®.

2. Copyright Protection.

The design, content, graphics, compilation, magnetic

translation, organization, digital conversion and other

matters related to the Service are protected under

applicable copyrights, trademarks and other

proprietary rights, including without limitation,

intellectual property rights. Except as permitted in by

the terms of Section 4 herein, you are strictly

prohibited from copying, redistributing, using, or

publishing any such matters or any part of the

Service. You do not acquire ownership rights to any

content or other materials viewed through the

Service. The Service may include postings of

information or materials, but such postings do not

constitute a waiver of any right in such information

and materials. Some of the Content (as defined below

in Section 4.a.) in the HYLA Suite is the copyrighted

work of third parties. Except as specifically provided

in this Agreement, you may not use the Service or

any Content retrieved from the Service in any manner

that infringes the copyrights or proprietary interests

therein. You may not remove or obscure the

HYLA, INC.’s CONFIDENTIAL INFORMATION – NOT FOR DISTRIBUTION OR DISCLOSURE

retrieved from the Service.

3. HYLA Mobile Trademarks and Service Marks.

HYLA

is a trademark of HYLA Mobile. The

HYLA

logo is a trademark or service mark of

HYLA Mobile. The HYLA Suite, including, without

limitation, its graphics, logos, page headers, icons,

and scripts constitute trade dress of HYLA Mobile.

You may not use or reproduce, or cause to be used or

reproduced, HYLA Mobile’s trademarks, service

marks or trade dress, without prior written approval

from HYLA Mobile. HYLA Mobile’s trademarks,

service marks, and trade dress may not be used in

connection with any product or service that is not

affiliated with HYLA Mobile. HYLA Mobile’s

trademarks, service marks, and trade dress may not

be used in any manner that (i) dilutes the rights of

HYLA

or HYLA Mobile, (ii) disparages or

discredits HYLA

or HYLA Mobile, or (iii) is likely

to cause confusion among customers. Any

trademarks that are not HYLA Mobile trademarks

and that appear on the HYLA Suite are the property

of their respective owners, who may or may not

be affiliated with or sponsored by HYLA Mobile.

4. License to the HYLA Suite.

During the term of this Agreement which will be

coterminous with the license term set forth in the

Subscribing Company Agreement, you are granted a

non-exclusive, non-transferable, revocable, non-

sublicensable, limited license, (a) to access and use

the Service strictly in accordance with this

Agreement and any applicable terms or conditions set

forth in the Subscribing Company Agreement; (b) to

use the Service solely for internal, noncommercial

purposes; (c) to only View (as defined below) the

reports, data, and other information displayed in the

HYLA Suite; and (d) to print out information from

the Service solely for internal, non-commercial

purposes and provided that you maintain all

“View” means to view reports, data and other

information as displayed within the HYLA Suite, but

not to create, update or share any data, or administer

any field changes to or in connection with the HYLA

Suite. individuals authorized by the Subscribing

Company may access and use the Service. Your right

to use the Service is not transferable or assignable.

Any password or right given to you to obtain access

to the Service or information from the Service is not

transferable or assignable. Your login credentials

may be restricted from accessing certain Content

otherwise available in the Service. HYLA Mobile

may change the Service without notice. HYLA

Mobile may add or remove Content from the Service

without notice. Upon termination of this Agreement

you must destroy any and all Content and other data

you obtained or accessed through the HYLA Suite.

a. Restrictions: Your license for access and use of

the Service and any information or content therein

(collectively the "Content") is subject to the

following restrictions: You may not:

(i) use the Service in a manner that violates

any applicable local, state, federal or international

laws, including laws regulating email or facsimile

transmissions, anti-trust laws, and anti-corruption

laws;

(ii) export or re-export the Service, or any

portion thereof, or any software available on or

through the Service, in violation of the export control

laws or regulations of the United States;

(iii) use any Content in any manner that may

infringe any copyright, intellectual property right,

proprietary right, or property right of HYLA

Mobile or any third party;

(iv) decompile, remove, disassemble, or

reverse engineer any software used in the HYLA

Suite and/or to provide the Service;

(v) use any monitoring software or

discovery software to determine the architecture of

the Service;

(vi) remove, modify, or obscure any

contained in the Service;

(vii) copy, distribute, display, transfer,

transmit, lease, sell, rent, republish, print (except for

the express limited purpose permitted in Section 4

herein), or otherwise make available in any form all

of the Service, or any portion thereof, or any Content;

(viii) create derivative works of any

Content, except as explicitly permitted herein;

(ix) use the Service to develop any

information storage and retrieval system, database, or

other similar resource (in any media), that is offered

for commercial distribution of any type, including,

without limitation, through license, subscription, or

any other distribution method;

(x) make any portion of the Service

available through any service bureau, the Internet, or

any other existing technology or technology existing

in the future;

(xi) use any process (automatic or manual)

to harvest information from the Service;

HYLA, INC.’s CONFIDENTIAL INFORMATION – NOT FOR DISTRIBUTION OR DISCLOSURE

(xii) use the Service to gather information to

transmit unsolicited commercial email or telephone

calls; or

(xiii) excessively extract or systematically

access Content from the Service including, without

limitation, by using "bots" or "spiders".

b. Monitoring: HYLA Mobile reserves the right to

monitor your use of the HYLA Suite and Content to

ensure compliance with this Agreement. HYLA

Mobile may enable auditing and logging

functionality within the HYLA Suite. You agree to

not disable any such functionality, nor modify or

tamper the license monitor, operations monitor, or

log files. If HYLA Mobile, in its sole discretion,

determines you are not in compliance with this

Agreement, HYLA Mobile reserves the right to take

such action as it deems necessary, including without

limitation: (i) suspending or terminating the

Subscriber Company’s access to the HYLA Suite or

your specific access to the HYLA Suite; or (ii)

assessing additional charges against Subscriber

Company for users in excess of the Subscriber

Company’s number of authorized users. Our

monitoring may include, without limitation,

recording excess use of authorized users or

determining if Content is accessed under one user’s

account from multiple IP addresses. HYLA Mobile

does not disclose any information regarding its

proprietary monitoring methods or policies.

5. HYLA Suite Privacy Policy and Cookie Policy.

a. Any information submitted via the Service is

subject to our Privacy Policy, the terms of which are

incorporated herein. Please review our HYLA Suite

of any changes to our HYLA Suite Privacy Policy

will be noted at the bottom of our HYLA Suite

b. We use cookies in the HYLA Suite for the

purposes of monitoring how users use the Service

and to improve the experience of using the Service. If

you access the HYLA Suite without adjusting your

settings, you are accepting all cookies from the

HYLA Suite. Your use of the HYLA Suite is subject

to our Cookie Policy, the terms of which are

incorporated herein.

6. Account Access

You must maintain the accuracy of the information

you provide to HYLA Mobile relating to your

account. You are responsible for keeping your

account and password strictly confidential.

Furthermore, you are responsible for restricting

access to your computer or mobile device. If you

share your account to HYLA Mobile with other

persons or provide your password to other persons,

you take full responsibility for their actions. If you

elect to use public or shared computers or

unprotected mobile devices, you must log out after

each time you access the HYLA Suite. If you are a

victim of identity theft and it involves your HYLA

Suite account, you should immediately notify your

direct supervisor at the Subscribing Company and

Subscribing Company must immediately notify

HYLA Mobile. HYLA Mobile reserves the right to

place a hold on any account, at any time, with or

without notification to you or the Subscribing

Company in order to protect HYLA Mobile and its

partners from what it believes to be fraudulent

activity. HYLA Mobile is not obligated to credit or

discount a subscription for holds placed on the

account by either a representative of HYLA Mobile

or by any HYLA Mobile automated process. Upon

termination or cancellation of your account by you,

HYLA Mobile, or Subscribing Company, you must

destroy any and all Content and other data you

obtained or accessed through the HYLA Suite.

7. Content.

a. All Content is provided on a non-exclusive license

basis only for non-commercial purposes, without any

right to re-license, sublicense, distribute, assign or

transfer such license during the term of this

Agreement which will be coterminous with the

license term set forth in the Subscribing Company

Agreement. We do not warrant or guarantee the

accurateness, completeness, adequacy or currency of

the Content contained in the Service. Your use of

Content contained in the Service is entirely at your

own risk.

b. Content includes, without limitation, pricing

information and other information obtained from

third-party websites (“Third-Party Information”). We

are not responsible for the accuracy of such Third-

Party Information. The Third-Party Information and

the third-party websites from which the Third-Party

Information is obtained are not investigated,

monitored or checked for accuracy or completeness

by HYLA Mobile. Inclusion of any Third-Party

Information in our Service does not imply approval

or endorsement of the Third-Party Information by

HYLA, INC.’s CONFIDENTIAL INFORMATION – NOT FOR DISTRIBUTION OR DISCLOSURE

HYLA Mobile. We are not responsible for and

assume no liability for any mistakes, misstatements,

omissions, or falsehood, in the representations or any

other form of Third-Party Information in the Content

on the Service. If you decide to rely on any of the

Third-Party Information, you do so at your own risk.

If you decide to leave our Service and access any of

the third-party websites, you do so at your own risk.

c. Content is provided for a charge and without any

representations or warranties, express or implied, as

to its suitability, completeness, currentness, accuracy,

and/or appropriateness. THE CONTENT IS

PROVIDED "AS IS", "AS AVAILABLE", AND

WITH "ALL FAULTS", AND WE AND ANY

PROVIDER OF THE CONTENT DISCLAIM ANY

WARRANTIES, INCLUDING BUT NOT LIMITED

TO THE WARRANTIES OF NON-

INFRINGEMENT, MERCHANTABILITY, AND

FITNESS FOR A PARTICULAR PURPOSE.

8. Violations of this Agreement and Unlawful

Activity.

HYLA Mobile reserves the right to investigate

complaints or reported violations of this Agreement.

We reserve the right to take any action we determine,

in our sole discretion, appropriate, including without

limitation (i) reporting any suspected unlawful

activity to law enforcement officials, regulators, or

other third parties; (ii) disclosing any information

required or appropriate to such officials or entities

relating to your account, email address(es), traffic

and usage history, and IP address(es).

9. Indemnification.

You agree to indemnify, defend and hold HYLA

Mobile and our affiliates, partners, agents, officers,

directors, employees, subcontractors, successors,

assigns, third party suppliers of information,

attorneys, advertisers, and product and service

providers (collectively, "Affiliated Parties") harmless

from any liability, loss, claim and expense, including

reasonable attorney's fees, related to your violation of

this Agreement or use of the Service.

10. Disclaimer.

THE CONTENT AND SERVICE FROM OR

THROUGH THE HYLA SUITE ARE PROVIDED

"AS-IS," "AS AVAILABLE," WITH "ALL

FAULTS", AND ALL WARRANTIES, EXPRESS

OR IMPLIED, ARE DISCLAIMED (INCLUDING

BUT NOT LIMITED TO THE DISCLAIMER OF

ANY IMPLIED WARRANTIES OF NON-

INFRINGEMENT, MERCHANTABILITY, AND

FITNESS FOR A PARTICULAR PURPOSE). THE

CONTENT AND SERVICE MAY CONTAIN

BUGS, ERRORS, PROBLEMS OR OTHER

LIMITATIONS. HYLA MOBILE AND ITS

AFFILIATED PARTIES HAVE NO LIABILITY

WHATSOEVER FOR YOUR USE OF ANY

CONTENT OR SERVICE, EXCEPT AS

PROVIDED IN SECTION 11.b. IN PARTICULAR,

BUT NOT AS A LIMITATION THEREOF, WE

AND OUR AFFILIATED PARTIES ARE NOT

LIABLE FOR ANY INDIRECT, SPECIAL,

INCIDENTAL OR CONSEQUENTIAL DAMAGES

(INCLUDING DAMAGES FOR LOSS OF

PROFITS, LITIGATION, OR THE LIKE),

WHETHER BASED ON TORT (INCLUDING

WITHOUT LIMITATION NEGLIGENCE),

BREACH OF CONTRACT OR WARRANTY,

PRODUCT LIABILITY OR OTHERWISE, EVEN

IF ADVISED OF THE POSSIBILITY OF SUCH

DAMAGES.

THE LIMITATIONS OF DAMAGES SET FORTH

ABOVE ARE FUNDAMENTAL ELEMENTS OF

THE BASIS OF THE BARGAIN BETWEEN

HYLA MOBILE AND YOU. THE HYLA SUITE,

THE SERVICE, AND THE CONTENT

PRESENTED WOULD NOT BE PROVIDED

WITHOUT SUCH LIMITATIONS.

NO ADVICE OR INFORMATION, WHETHER

ORAL OR WRITTEN, OBTAINED BY YOU

FROM HYLA MOBILE THROUGH THE HYLA

SUITE OR OTHERWISE SHALL CREATE ANY

WARRANTY, REPRESENTATION OR

GUARANTEE NOT EXPRESSLY STATED IN

THIS AGREEMENT.

11. Limitation of Liability.

a. HYLA Mobile and any Affiliated Party shall not

be liable for any claim, loss, injury, penalty, liability,

or damage of any kind resulting in any way from (a)

your use of the Service or the Content, (b) any errors

in or omissions from the Service or any Content, (c)

the unavailability or interruption of the Service (or

any portion thereof), (d) the Content, or (e) any delay

or failure in performance beyond the control of

HYLA Mobile.

b. THE AGGREGATE LIABILITY OF HYLA

MOBILE AND THE AFFILIATED PARTIES IN

HYLA, INC.’s CONFIDENTIAL INFORMATION – NOT FOR DISTRIBUTION OR DISCLOSURE

CONNECTION WITH ANY CLAIM ARISING

OUT OF OR RELATING TO THE HYLA SUITE

OR THE CONTENT SHALL NOT EXCEED THE

LESSER AMOUNT OF THE SUBSCRIBING

COMPANY’S THEN-CURRENT MONTHLY

SUBSCRIPTION FEES OR FIFTY DOLLARS ($50

USD) AND THAT AMOUNT SHALL BE IN LIEU

OF ALL OTHER REMEDIES WHICH YOU MAY

HAVE AGAINST HYLA MOBILE AND ANY

AFFILIATED PARTY.

12. Use of Submitted Information.

We reserve the right, and you authorize HYLA

Mobile, to the use and assignment of all information

regarding Service uses by you and all information

provided by you in any manner consistent with our

graphics, or other information communicated by you

to HYLA Mobile (collectively, a "Submission") will

forever be our property. We will not be required to

treat any Submission as confidential, and will not be

liable for any ideas (including without limitation,

product, service or advertising ideas) and will not

incur any liability as a result of any similarities that

may appear in our future products, services or

operations. Without limitation, we will have

exclusive ownership of all present and future existing

rights to the Submission of every kind and nature

everywhere. We will be entitled to use the

Submission for any commercial or other purpose

whatsoever, without compensation to you or any

other person sending the Submission. You

acknowledge that you are responsible for whatever

material you submit, and you, not HYLA Mobile,

have full responsibility for the message, including its

legality, reliability, appropriateness, originality, and

13. Compliance with Applicable Laws.

a. You agree to comply with all applicable domestic

and international laws, statutes, ordinances and

regulations regarding your use of the Service and the

Content provided therein, including without

limitation, the provisions of the United States’

Foreign Corrupt Practices Act (“FCPA”), the United

Kingdom’s Bribery Act 2010 (“Bribery Act”), and

other anti-corruptions laws; anti-trust laws; and any

applicable Export Control Laws (as defined below).

b. You acknowledge that your license to use the

HYLA Suite hereunder may be subject to the export

control laws of the United States which may include,

without limitation, the United States Export

Administration Regulations, the Trading With the

Enemy Act, the International Emergency Economic

Powers Act, the Arms Export Control Act and

regulations promulgated by the United States

Department of the Treasury’s Office of Foreign

Assets Control (“OFAC”), as amended from time to

time (collectively, the “Export Control Laws”). You

agree that all actions taken by you related to your use

of or access to the HYLA Suite will be in compliance

with applicable Export Control Laws. You agree to

comply with all applicable Export Control Laws. In

addition, you agree that you will not export, reexport,

transfer or license any software related to the Service

to any parties that are named as a “Specially

Designated National” or “Blocked Person” as

designated by the OFAC.

14. Confidentiality.

a. “Confidential Information” means any non-public

information disclosed to you by HYLA Mobile or

that you acquire through your use of the Service

including, without limitation, all or any part of the

following: (i) computer programs, source codes,

firmware, data of any kind relating to or created by

HYLA Mobile; (ii) the HYLA Suite (and any part

thereof), HYLA Mobile software, any HYLA

trademarks, the Content, the Service, user passwords,

(iii) any information which could be obtained, or is

actually obtained, whether or not from a breach of

this Agreement, by decompiling, disassembling,

deconstructing, or reverse-engineering any HYLA

Mobile software, HYLA Suite, or the Content (viii)

any other information of HYLA Mobile, whether in

writing or verbally, designated as being confidential.

Confidential Information is the sole property of

HYLA Mobile.

b. Confidential Information does not include any

information that: (i) was publicly known and made

generally available in the public domain prior to the

time HYLA Mobile disclosed the information to you,

(ii) became publicly known and made generally

available, after disclosure to you by HYLA Mobile,

through no wrongful action or inaction of you or

others who were under confidentiality obligations, or

(iii) was in your possession, without confidentiality

restrictions, at the time of disclosure by HYLA

Mobile.

c. You will not disclose the Confidential Information

to any third party or use the Confidential Information

for any purpose other than as permitted in this

Agreement. You will take all reasonable precautions

HYLA, INC.’s CONFIDENTIAL INFORMATION – NOT FOR DISTRIBUTION OR DISCLOSURE

to prevent any unauthorized disclosure of the

Confidential Information.

d. HYLA Mobile has received, and in the future will

receive, from third parties confidential or proprietary

information subject to a duty on HYLA Mobile’s part

to maintain the confidentiality of the information and

to use it only for certain limited purposes. You owe

HYLA Mobile and these third parties, during and

after the term of this Agreement, a duty to hold this

confidential and proprietary information in the

strictest confidence and not to disclose it to any

person or entity, or to use it except as permitted in

this Agreement.

15. General Provisions.

a. Suspension or Discontinuance of Service. HYLA

Mobile may suspend or discontinue providing the

Service to you without notice and pursue any other

remedy legally available to it if you fail to comply

with any of your obligations hereunder.

b. Notices. Except as otherwise provided herein, all

notices and other communications hereunder shall be

in writing or displayed electronically in the Service

by HYLA Mobile. Notices shall be deemed to have

been properly given on the date deposited in the U.S.

mail, if mailed; on the date first made available, if

displayed in the Service; or on the date received, if

delivered in any other manner.

c. Assignment. The Subscribing Company or

individual may not assign its rights or delegate its

duties under the subscription to access the Service

without the prior written consent of HYLA Mobile.

This Agreement and all incorporated agreements and

your information may be automatically assigned by

HYLA Mobile in our sole discretion to a third party

in the event of an acquisition, sale or merger.

d. Governing Law. This Agreement shall be treated

as though it were executed and performed in Dallas,

Texas, and shall be governed by and construed in

accordance with the laws of the State of Texas

(without regard to conflict of law principles).

e. Arbitration. Any legal controversy or legal claim

arising out of or relating to this Agreement or our

services, excluding legal action taken by HYLA

Mobile to collect or recover damages for, or obtain

any injunction relating to, Service operations,

intellectual property, and our services, shall be settled

solely by binding and exclusively by binding

arbitration to be conducted before the American

Arbitration Association (the “AAA”), or its

successor. The arbitration shall be held in Dallas,

Texas before a tribunal consisting of three (3)

arbitrators selected in accordance with the

Commercial Arbitration Rules and regulations as

promulgated by the AAA, unless specifically

modified by this Agreement. Any such controversy

or claim shall be arbitrated on an individual basis,

and shall not be consolidated in any arbitration with

any claim or controversy of any other party.

f. Equitable Remedy. You acknowledge and agree

that due to the unique nature of HYLA Mobile’s

Confidential Information and intellectual property

rights, there can be no adequate remedy at law for

any breach by you with respect to unauthorized

disclosure or use of Confidential Information or

breach of HYLA Mobile’s intellectual property

rights, which may result in irreparable harm to

HYLA Mobile, and therefore, that upon any such

breach or threat thereof, HYLA Mobile shall be

entitled to injunctive relief as well as whatever

remedies it may have at law, without the requirement

to post any bond or security and without proof of

actual damages.

g. Limit on Causes of Action. Any cause of action by

you with respect to the Service (and/or any

information, products or services related thereto)

must be instituted within one (1) year after the cause

of action arose or be forever waived and barred. All

actions shall be subject to the limitations set forth in

Section 15.e.

h. Interpretation. The language in this Agreement

shall be interpreted as to its fair meaning and not

strictly for or against any party.

i. Severability. Should any part of this Agreement be

held invalid or unenforceable, that portion shall be

construed consistent with applicable law and the

remaining portions shall remain in full force and

effect.

j. Precedence. To the extent that anything, other than

the Subscribing Company Agreement, in or

associated with the Service is in conflict or

inconsistent with this Agreement, this Agreement

shall take precedence. To the extent that anything in

the Subscribing Company Agreement associated with

the Service is in conflict or inconsistent with this

Agreement, this Agreement shall take precedence.

HYLA, INC.’s CONFIDENTIAL INFORMATION – NOT FOR DISTRIBUTION OR DISCLOSURE

k. Waiver. Our failure to enforce any provision of

this Agreement shall not be deemed a waiver of such

provision nor of the right to enforce such provision.

l. Non-disparagement. You agree not to make, or

instruct any other party to make, any statements,

written or verbal, or cause or encourage others to

make any statements, written or verbal, that defame,

disparage or in any way criticize the personal or

business reputation, practices, or conduct of HYLA

Mobile, its employees, directors, and officers.

m. Survival. Our rights under this Agreement shall

survive any termination or expiration of this

Agreement. The terms and conditions of Sections 1.b,

2, 3, 4.a., 7 –11, and 13 – 15 will survive termination

or expiration of this Agreement.