DEX Manager Software License Agreement IMPORTANT: READ CAREFULLY. This License Agreement is a binding legal agreement between you (whether a person, an entity or an individual who accepts on behalf of the entity, who will be referred to throughout this agreement as "you") and SIA Sistemas S.A. (referred to in this document as "SIA") for the use of certain software applications owned by SIA, which may include media associates, printed materials, other elements made available by SIA and certain modules of software ("Product") The Product also includes software updates and updates that SIA may provide to you, make available to you, or that you obtain after the original product license date, to the extent that such items are not accompanied by license agreements or terms of use separately. BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR USING THE PRODUCT, YOU ACCEPT TO BE SUBMITED TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU SHALL HAVE NO RIGHT TO LICENSE THE PRODUCT AND SHOULD NOT INSTALL, COPY, DOWNLOAD, ACCESS OR USE THE PRODUCT. SIA forbids you from installing, copying, downloading, accessing or using the product in any way if it can be considered a competitor of SIA, except with the prior written consent of SIA. The Product is protected by copyright and other intellectual property laws. THE PRODUCT IS BEING LICENSED TO YOU BY SIA. THE PRODUCT IS NOT HERE BEING SOLD TO YOU. GRANT OF LICENSE. SIA grants you a non-exclusive and non-transferable license to install and use the Product under to all the terms and conditions set forth in this document. Perpetual license for single use. It allows a single authorized end user to install the licensed Product on a single computer for the exclusive use of that end user. License with single use and expiration date. The same terms of use as the one-time perpetual license, except that the term of the license is limited to a determined duration upon expiration of which the Product must be uninstalled from the computer unless the license is renewed for an additional period of time. ADDITIONAL LIMITATIONS. You cannot reverse engineer, decompile or disassemble the Product, except and only to the extent that is expressly permitted by applicable law despite this limitation in this agreement. You can "host" the Product for third parties. The product is licensed as a single integral product; its components cannot be separated to be used on more than one computer. The Product may include copy protection technology to prevent unauthorized copying of the Product or may require original means for the use of the Product on a computer. It is illegal to make unauthorized copies of the Product or to avoid any copy protection technology included in the Product. The software cannot be resold by you or a customer without the prior written permission of SIA. All rights not expressly granted to you are retained by SIA. SUPPORT AND MAINTENANCE conditions. Terms of maintenance. SIA agrees to provide Maintenance (as defined here) to You in agreement with the terms and conditions set forth in this document as long as you pay the Maintenance Fee (as defined here) for each Product for which Maintenance is required and as further detailed described below in Section 3.4. Maintenance will be provided for a period of one year, unless otherwise agreed between the parties in writing, from the date of purchase of the Product (the "Initial Support and Maintenance Term"), and with renewals (" Subsequent term of Support and Maintenance") annually from the expiration date of the previous support and maintenance period. Failure to renew annual maintenance may result in you having to purchase a new license to receive future software releases and associated support and maintenance service. Maintenance services. In exchange for payment of the Maintenance Fee, SIA agrees to provide you during the term of this Support and Maintenance Agreement (collectively "Maintenance") as follows: Support. SIA will provide online support for the current versions of the Product. SIA will investigate and respond to all questions that are reasonable and problems promptly. You agree to provide the appropriate information to SIA to assist in the investigation and to confirm when the problems have been resolved. In the absence of a Maintenance contract specifying "service level agreement" (SLA) between the parties, SIA will not provide a guaranteed response time but will make good faith efforts to respond to emails and voicemail messages within twenty-four (24) hours or less during the days of the we, excluding all holidays. Maintenance. SIA will provide you with improvements and software updates that are made publicly available. Such improvements or modifications will become part of the Product for all purposes of this Agreement; you will be responsible for overseeing the test of operation of the improvements in its operating environment prior to its deployment and implementation. You acknowledge and agree that the Maintenance that will be provided by SIA is limited to the most current version of the Product and the previous version. Exclusions. SIA's obligation to provide Maintenance depends on the proper use of the Product and full compliance with this Agreement. In addition, SIA will have no obligation to provide Maintenance in the event that such services are required due to (a) not operating the Product within the system requirements provided for the Product (b) any modification or attempted modification of the Product by You or by any third party hired by You or your breach or denial to implement the Product changes recommended by SIA. Payments and Rates. For the maintenance services that SIA will provide, you must pay SIA, or its authorized agent, the applicable or agreed rate for the initial support and maintenance period as indicated in the invoice, receipt or purchase order and the applicable rates for any subsequent Support and Maintenance Term ("maintenance fee") agreed between you and SIA. At the end of the initial support and maintenance period, or any subsequent support and maintenance period, you may renew the Support and Maintenance service for an annual term provided that you are up-to-date with all payments due to SIA and make the payment by the renewal of the service to SIA or its authorized agents according to the current rate or agreed in writing. SIA, its affiliate or its authorized agent, will invoice the renewal before the end of the previous term, unless you terminate this agreement at least 30 days before the expiration of the Support and Maintenance period in effect at that time. Maintenance will be suspended if you do not pay SIA the service renewal invoice hired within ten (30) days after the end of the current Support and Maintenance Term. PAYMENT TERMS. Unless is explicitly stated in this Agreement, all fees and amounts owed under this Agreement are not cancellable or refundable. Unless is agreed otherwise with the parties, you must pay all fees or amounts within 30 days after the date of the invoice. A late fee will be charged for past due amounts and any other unpaid fees and expenses as provided under this Agreement, will be charged the 3 percent (3%) rate per month, or the highest rate allowed by applicable law , starting to calculate from the due date of the unpaid invoice. TAXES. The fees and all other amounts owed as set forth in this Contract are net amounts to be received by SIA, without including taxes or duties, including among others, all taxes on sales, withholdings, VAT, excise taxes (collectively, the " Taxes "), and are not subject to compensation or reduction due to any Tax incurred by you as a result of this agreement. You will be responsible and will pay directly, each and every one of the Taxes related to the execution of this Agreement, as long as this paragraph does not apply to taxes based solely on the income of SIA. CONSENT FOR THE USE OF DATA. If SIA provides you with a support service, you agree that SIA and its affiliates may collect and use all the information you provided as part of any such support services related to the Product. INTELLECTUAL PROPERTY RIGHTS. Subject to the granting of the license referred to in this agreement, all rights, titles and interest in and for the Product, the printed materials that accompany it and any copy of the Product are the property of SIA and not of you. WARRANTY Warranty. SIA guarantees that for a period of 90 days from the date of delivery ("Warranty Period"), that under normal use, the Product will work substantially in accordance with the specifications published in any document provided by SIA to you in reference to the product. During this period, if you detect any failure that breaches the warranty, you must notify it in writing. SIA will try to solve the failure; constituting the same an obligation of means. If SIA determinates that it is not commercially reasonable for us to resolve such failure in the warranty period, SIA may choose to terminate the licensing agreement with you, in which case you will receive a full refund for the amount paid for licensing and support not used within 60 days of receipt the written communication sent by you. This warranty set forth will not apply and SIA will have no obligation with respect to any non-compliance that arises as a result of (i) the use of the Product other than that specified in this Agreement and the related Documentation; (ii) any modification or alteration of the Product or (iii) the transfer of the Product to any computer or system different from those in which the Product is authorized for installation, except as allowed in this agreement. Resignation. Other than the warranty set forth in Section 8.1 above and to the maximum extent permitted by applicable law, SIA, its authorized resellers and their subsidiaries provide the Product and any support services related to the Product ("Support Services") AS IS AND WITH ALL EXISTING FAILURES, and hereby waives all other warranties and conditions, whether express or implied, including, without limitation, implied warranties, conditions of merchantability, capability for a particular purpose, accuracy or completeness of answers, results, professional effort, lack of virus and lack of negligence, all related to the Product, and the provision or failure in the provision of support services. LIMIT OF LIABILITY AND EXCLUSION OF DAMAGES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NONE EVENT WILL SIA, ITS AUTHORIZED DEALERS OR ITS AFFILIATES WILL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ECONOMIC LOSS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, BREACH OF ANY DUTY INCLUDING GOOD FAITH OR REASONABLE CARE, NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR ANY OTHER LOSS) WHICH ARISES OUT OF ANY WAY IN CONNECTION WITH THE USE OR THE INABILITY TO USE THE PRODUCT, THE SUPPLY OR THE FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS LICENSE, EVEN IN CASE OF FAILURE, TORT (INCLUDING NEGLIGENCE), LIABILITY, BREACH OF CONTRACT OR BREACH OF SIA'S WARRANTY, INCLUDING SO IF SIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Limitation of liability and remedies. Nevertheless any damage you may suffer for any reason (including, without limitation, all damages mentioned above and all direct or general damages), all liability of SIA, its resellers and its subsidiaries under any provision of this Agreement and its exclusive resource for all of the foregoing will be limited to the amount actually paid by you for the Product. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law. WHOM YOU ARE HIRING, NOTIFICATIONS, APPLICABLE LAW AND JURISDICTION SIA SISTEMAS S.A. Araoz 946, (1414), CABA, Argentina. Way to give notice. Unless otherwise is specified in this Agreement, all notices, permits and approvals detailed below will be made in writing and will be considered delivered by: personal delivery the second business day after mailing the first business day after sending by email (the email will not be sufficient for termination notices or a compensable claim). 10.3. Agreement with the applicable law and jurisdiction. Each party accepts the applicable regulation to the jurisdiction of SIA, accepting the exclusive jurisdiction of the courts of the company mentioned above. GENERAL PROVISIONS Relationship of the parties. The parties are independent contractors. This agreement does not create an association, franchise, joint venture, agency, fiduciary or labor relationship between the parties. Waiver and cumulative remedies. No failure or delay by any party in the exercise of any right under this Agreement shall constitute a waiver of that right. Separability. If any provision of this Agreement is in the hands of a court of competent jurisdiction and is contrary to law, the provision will be modified according to the interpretation of the court and interpreted in the best way possible to achieve the objectives of the original provision to the greatest extent allowed by law. The remaining provisions of this Agreement will remain in effect. Legal costs. You must pay all SIA attorneys' fees and other costs incurred by SIA to collect any fees or charges owed to SIA under this Agreement. Assignment. Neither party may assign any of its rights or obligations under this agreement, without the prior written consent of the other party. Nevertheless the foregoing, either party may assign this Agreement in its entirety (including all Orders, License Agreements and Support Services in effect), without the consent of the other party, to an Affiliate or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets if they do not involve a direct competitor of the other party. For the context of this Agreement, an "Affiliate" means an entity that is a subsidiary of the other or two or more entities controlled by the same person. This Agreement constitutes the entire agreement between the parties with respect to the Products and services offered by SIA and replaces all prior written, oral or implied agreements between the parties. This Agreement may be amended, modified or supplemented only by a writing executed on behalf of both parties. The parties acknowledge that they expressly wish that this Agreement and all documents be prepared in Spanish. Annex A. Authorized subsidiaries and agents. SIA Interactive Mexico / Creatividad en Eventos. S.A. de C.V. Contact: Fabio Roytman Office phone. 5519975095 Cellphone. 5543567682 fabior@siainteractive.com Polanco Street #65, Polanco, Polanco V Secc,11580 CDMX Mexico