TNO Endeavor General Terms of Service Northshore Consulting Group, LLC. AGREEMENT DATED: April 2018 Changes We reserve the right, at our sole discretion, to modify or replace these general terms of service at any time. What constitutes a material change will be determined at our sole discretion. Contact Us If you have any questions about these general terms and or to discuss detailed pricing, please contact us. A. Terms of Service Definitions “You” and “your” refers to the entity that has executed a contract agreement (“agreement”) with Northshore Consulting Group, LLC. (“NCG”). The term “programs” refers to the software products owned or distributed by NCG which you have ordered, program documentation, and any program updates acquired through technical support. The term “services” refers to technical support, education, outsourcing, consulting or other services which you have ordered. B. Applicability of Terms of Service This general terms of service act as a general guideline for the agreement an entity will negotiate with NCG. C. Rights Granted Upon NCG’s acceptance of your agreement, you have the limited right to use the programs and receive any services you ordered solely for your internal business operations and subject to the terms of the agreement, including the definitions and rules set forth in the order and the program documentation. You may allow your agents and contractors to use the programs for this purpose and you are responsible for their compliance with your agreement in such use. If accepted, NCG will notify you and this notice will include a copy of your agreement. Services are provided based on NCG’s policies for the applicable services ordered, which are subject to change, and the specific policies applicable to you, and how to access them, will be specified on your order. Upon payment for services, you will have a perpetual, non-exclusive, non-assignable, royalty free license to use for your internal business operations anything developed by NCG and delivered to you under this agreement; however, certain deliverables may be subject to additional license terms provided in the ordering document. The services provided under your agreement may be related to your license to use programs which you acquire under a separate order. The agreement referenced in that order shall govern your use of such programs. Any services acquired from NCG are bid separately from such program licenses, and you may acquire either services or such program licenses without acquiring the other. D. Ownership and Restrictions NCG retains all ownership and intellectual property rights to the programs and anything developed by NCG and delivered to you under your agreement. You may not: • remove or modify any program markings or any notice of NCG’s proprietary rights; • make the programs or materials resulting from the services available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific program license or materials from the services you have acquired); • cause or permit reverse engineering (unless required by law for interoperability), disassembly or recompilation of the programs; or • Disclose results of any program benchmark tests without NCG’s prior written consent. E. Warranties, Disclaimers and Exclusive Remedies NCG warrants that a program licensed to you will operate in all material respects as described in the applicable program documentation for the term of your agreement. You must notify NCG of any program deficiency when identified. NCG also warrants that services ordered will be provided in a professional manner consistent with industry standards. You must notify NCG of any services warranty deficiencies within 30 days from performance of the services described in the ordering document. F. Indemnification NCG agrees to indemnify and hold you harmless from any liabilities, costs, and expenses (including attorney’s fees and costs), obligations or causes of action arising out of or related to any breach of the representations or warranties made by NCG herein. You agree to indemnify and hold NCG harmless from any liabilities, costs, and expenses (including attorney’s fees and costs), obligations or causes of action arising out of or related to any breach of the representations or warranties made by you herein. You agrees to protect, indemnify and hold NCG harmless from and against, and to pay any and all losses, liabilities, claims, demands, causes of action, lawsuits or other proceedings, fines, assessments or damages of whatever nature that NCG may sustain or incur, including all attorney’s fees and costs, as a consequence of any third party’s claims and demands arising from the use, testing, operation, sale or manufacture of the Product by Licensee, whether authorized by this Agreement or not.. G. Technical Support For purposes of your ordering document and agreement, technical support consists of Software Updates, Product Support and/or other annual technical support services you may have ordered. H. Fees and Taxes All fees payable to NCG are due within 30 days from the invoice date. I. Nondisclosure By virtue of your agreement, the parties may have access to information that is confidential to one another (“confidential information”). Confidential information shall be limited to the terms and pricing under this agreement, and all information clearly identified as confidential. A party’s confidential information shall not include information that: (a) Is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) Is lawfully disclosed to the other party by a third party without restriction on the disclosure; (d) Is independently developed by the other party. We each agree to hold each other’s confidential information in confidence for a period of three years from the date of disclosure. Also, we each agree to disclose confidential information only to those employees or agents who are required to access it in furtherance of this agreement and who are required to protect it against unauthorized disclosure. Nothing shall prevent either party from disclosing the terms or pricing under this agreement or orders submitted under this agreement in any legal proceeding arising from or in connection with this agreement. J. Limitation of Liability NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE. NCG’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE FEES YOU PAID NCG FOR THE DEFICIENT PROGRAM OR SERVICES UNDER THIS AGREEMENT AS SPECIFIED IN YOUR ORDER. IN NO EVENT SHALL NCG’S LIABILITY ARISING OUTOF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID UNDER YOUR ORDER. K. Other To fully understand your agreement, license grant, pricing, service level agreements you need to contact us. This agreement acts as a general term of service.