IntelliDocX LLC Terms of Use This Software License Agreement (the “Agreement”) authorizes party accepting these Terms of Use to use the Software (as defined herein) developed or otherwise provided by IntelliDocX, LLC (“Licensor” or “IntelliDocX”) with its principal place of business at 990 Biscayne Blvd, Suite #501, Miami, FL 33132, USA, and related documentation subject to the terms and conditions set forth below. 1. Software License. 1.1 Rights Granted. In consideration of the mutual promises set forth herein, subject to the terms and conditions of this Agreement, Licensor grants Licensee a non-exclusive, non-transferable (except as provided herein), license to use the proprietary Software (the “Software”). The license terms apply to the software products individually, and as such a given IntelliDocX software product is licensed on a limited term subscription/SaaS license. Subscription licenses are licensed under multiple year subscription terms, initially for 3 years, (or as described in an Amendment 1, including without limitation, any corrections, enhancements, updates or other modifications) and the corresponding user manuals and documentation (the “Documentation”) (Software and Documentation referred to together as the “Products”), for use in connection with the Licensee’s SAP SA Software System License and used on all clients associated with the Customer’s productive SAP-instances and unlimited non-Productive SAP-Clients which may only be used for test, development and quality assurance purposes. The term “Products” shall include any corrections, enhancements, updates or other modifications approved by Licensor to the Software and Documentation. The Subscription license also provides the Licensee with Maintenance Services for the subscribed software products, such Maintenance Services shall be licensed to Licensee as “Software” and “Documentation” under this Agreement, and the fee for said Software Maintenance is included in the Subscription fee at no additional cost. 1.2 All titles, trademarks, copyright and any other proprietary notices of Licensor must be reproduced on any and all copies of the Products. Licensee shall have no right to copy, in whole or in part, the Products without the prior written authorization of Licensor, except as reasonably necessary to use the Products in accordance with this Agreement or as otherwise provided herein. 1.3 License Restrictions. Except as expressly allowed under this Agreement, Licensee agrees not to reproduce, copy, modify, or translate the Software. Any reproductions, copies, modifications, or translations of the software made at the request of Licensee during the implementation of the software need to be documented and agreed to in writing by both parties. Licensee further agrees not to use the Software in any manner for purposes of designing or developing a competing software product across applications. Licensee shall not permit any parent, subsidiary, affiliated entity or third party to use the Products without the prior written authorization of Licensor except as provided herein. 1.4 Software Ownership. Licensee acknowledges that IntelliDocX, LLC and its technology partners, Norikkon LLC and GES LLC retain exclusive ownership of the Products. Licensee agrees that as between the parties, IntelliDocX, LLC, GES LLC and Norikkon LLC , they own all intellectual property and proprietary rights, including but not limited to patents, copyrights, trade secrets, trademarks, and any other proprietary rights, in and to the Products and any corrections, bug fixes, enhancements, updates or other modifications, including custom modifications, to Products, whether made by IntelliDocX, LLC or Licensor, but in any event excluding any and all of Licensee’s Confidential Information. Licensee has the right to use the Products solely as expressly permitted under this Agreement 2. Term and Termination. 2.1 This Agreement shall commence on the Effective Date and continue for the duration of the specific product licenses granted hereunder. Either party shall have the right to terminate this Agreement in the event the other party violates any provision, term or condition of this Agreement and fails to cure such violation within thirty (30) days after the non-breaching party has given written notice of such violation. Sections 1.4 (“Software Ownership”), 2 (“Term and Termination”), 3 (“Warranties”), 4.1 and 4.2 (“Indemnification”), 5 (“Limitation of Liability; Waiver of Consequential Damages”), 6.2 (“Service Warranty”), 8 (“Confidentiality”), 9 (“Data Security”), 10 (“Insurance”) and 12 (“General Provisions”) shall survive any termination of this Agreement. Upon termination of this Agreement, other than due to an uncured breach by Licensor, Licensee shall: (i) cease all use of the Products; (ii) promptly destroy or return to Licensor the originals and all copies of the Products, regardless of form or media; (iii) deliver to Licensor a certification, in writing signed by an authorized officer of Licensee, that to the knowledge of Licensee all originals and copies of the Products have been returned or destroyed and that use of the Products by Licensee has discontinued. 2.1.1 Licensee may terminate this Agreement or any Schedule in its entirety upon sixty (60) days’ prior written notice to IntelliDocX. 2.2 For Subscription Licenses, the Customer shall pay the amount due for each year of the three (3) year term, and any renewal term, annually. The Customer shall be invoiced each year of the term, and any renewal term, 30 days prior to the annual term anniversary date, unless the customer has prepaid the full three term license fee upfront. The Customer will be notified 60 days in advance of the three-year subscription term expiration, that the license will be expiring and shall be offered the option to enter into a new subscription term agreement, extend the current agreement or elect to not renew the subscription license. If the Licensee elects to renew the subscription agreement, the subscription cost shall not be increased by more than 4% over the previous subscription annual cost, except that there shall be no increase for two (2) years after the expiration of the initial three (3) year term. If non-renewal is elected, the Customer shall delete the software from its systems and send Licensor a formal declaration that all copies of Software have been removed from the customer’s systems. 3.0 Software Warranties 3.1 For three (3)months from the date of delivery of the Software to Licensee by Licensor, Licensor warrants to Licensee that the unmodified Software will substantially conform to the Documentation and perform and operate as described in the Documentation and be free of physical defects, when properly used on the appropriate computer or server. Licensor does not warrant that the Software will meet Licensee’s requirements or that operation of the Software will be uninterrupted or error-free. If Licensee notifies Licensor of a defect within the warranty period, Licensor’s sole, obligation and Licensee’s sole and exclusive remedy for breach of such limited warranty, at Licensor’s sole option, shall be the replacement of or the creation of a workaround for the defective Software or media, or, upon Licensee’s return of the Software to Licensor, a refund of the license fees paid by Licensee to Licensor for such Software. Licensor further represents and warrants that the Software will be provided free of all known viruses as of the date of delivery. Licensor further represents and warrants that it owns or has a valid license to the Software and Documentation and all intellectual property related thereto and that it has the rights in the Software and Documentation granted hereby. Licensor represents and warrants that the Software and Documentation shall not infringe any third party patents, copyrights, trademarks, service marks and trade names, trade secrets, know-how, inventions, licenses or any other proprietary or intellectual property rights (registered and unregistered) throughout the world. 3.2 DISCLAIMER. EXCEPT AS SPECIFIED UNDER SECTION 3.1 ABOVE, LICENSOR MAKES NO EXPRESS, IMPLIED OR STATUTORY PRODUCT WARRANTIES TO LICENSEE AND DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. THE EXCLUSION OF IMPLIED WARRANTIES UNDER THIS SECTION MAY NOT BE ENFORCEABLE UNDER THE APPLICABLE LAWS OF SOME JURISDICTIONS AND SUCH EXCLUSION MAY THEREFORE NOT APPLY TO LICENSEE IN SUCH JURISDICTIONS. 4.0 Infringement Indemnification. 4.1 Licensor agrees to defend, indemnify and hold Licensee and its subsidiaries and affiliates, and their officers, directors, employees and agents harmless against any and all losses, costs, expenses, judgments, awards (including reasonable attorney’s fees) and damages arising from any claim by any third party alleging that the Software or Documentation, including without limitation the use thereof by Licensor as authorized by this Agreement, infringes any copyright, trademark, service mark, trade name, trade secret, know-how, invention, license or any other proprietary or intellectual property right (registered and unregistered) throughout the world of a third party. Licensor’s obligations under this Section 4.1 are subject to Licensee: (i) giving Licensor prompt written notice of any such claim; (ii) giving Licensor control over the defense and settlement of any such claim, provided however, that Licensor shall not enter into any settlement imposing any liability, restriction or obligation upon any indemnitee, or including any admission of wrongdoing or liability by any indemnitee, without such indemnitee’s prior written consent; (iii) providing full cooperation to Licensor for the defense of any such claim, at Licensor’s expense; and (iv) not entering into any settlement or compromise of any such claim without Licensor’s prior written approval. In all events, Licensee shall, at its own cost and expense, have the right to participate in the defense of any such suit or proceeding brought by a third party through counsel of its own choosing. Licensor shall not be liable for any claim solely arising directly out of: (i) a modification of the Software by anyone other than Licensor without Licensor’s prior written consent, in cases where such modification is the cause of such claim; (ii) a combination of the Software with any third party software or hardware, in cases where such combination is the cause of such claim; or (iii) the use of a version of the Software other than the then-current version if made available to Licensee, if infringement would have been avoided by using the then-current version of the Software. If the Software is held to infringe or is believed by Licensor to infringe any third party rights, Licensor may, at its sole discretion and expense, elect to: (i) modify or replace the infringing Software so that it is non-infringing but substantially equivalent in functionality; (ii) obtain a license for Licensee to continue to use the Software; or (iii) terminate the license for the infringing Software and refund the license fees paid by Licensee. 4.2. General Indemnification. Licensor shall indemnify, defend and hold Licensee and its subsidiaries and affiliates, and their officers, directors, employees and agents, harmless from and against any and all losses, costs, expenses, claims, liabilities, suits, actions, penalties, and damages (including reasonable fees for an attorney of Licensee’s choice) arising in connection with, or alleged to arise in connection with, Licensor’s breach of this Agreement including, but no limited to, any representation or warranty made hereunder and/or misconduct under this Agreement including, but not limited to: (a) false or improper certifications by Licensor; (b) violations of applicable federal, state, or local statutes or regulations; (c) property damage or personal injury; (d) applicable taxes or assessments with respect to consideration paid hereunder; claims by Licensor’s employees and contract personnel, if any; and (f) breaches of confidentiality or data security. 5. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF DATA OR USE), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR HAS KNOWLEDGE OF THE POTENTIAL FOR LOSS OR DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY’S TOTAL LIABILITY FOR DIRECT DAMAGES EXCEED THE TOTAL LICENSE, SERVICE AND ACCESS FEES PAID AND PAYABLE BY LICENSEE UNDER THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN THE PARTIES. THE ABOVE EXCLUSION OF INCIDENTAL AND CONSEQUENTIAL DAMAGES MAY NOT BE ENFORCEABLE UNDER THE APPLICABLE LAWS OF SOME JURISDICTIONS AND MAY THEREFORE NOT APPLY TO LICENSEE. THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION SHALL NOT APPLY TO ANY CLAIMS FOR INDEMNIFICATION, BREACH OF CONFIDENTIALITY OR DATA SECURITY OBLIGATIONS, OR INFRINGEMENT OR MISAPPROPRIATION OF LICENSEE’S INTELLECTUAL PROPERTY RIGHTS. 6. Confidentiality. For the purposes of this Agreement, “Confidential Information” shall mean any and all technical and non-technical data and information, including, without limitation, all patents, trade secrets, proprietary information, techniques, sketches, drawings, models, inventions, processes, apparatuses, equipment, performance testing, algorithms, business plans, financial reports, financial data, financial records, employee data, vendor and customer relationships, production and inventory information, crop yields, forecasts, strategies, models, transportation requirements, marketing data and plans, product information, product designs and/or specifications, inventions, unpublished patent applications, manufacturing or other technical or scientific know-how, specifications, diagrams, schematics, technology, procedures, discoveries, ideas, concepts, know-how, materials, formulae, compositions, information, test results, plans, surveys and/or reports of a technical nature or concerning research and development and/or engineering activity, in each case which is maintained in confidence by the disclosing party (“Disclosing Party”) and disclosed to the other party (“Recipient”) hereunder. The failure by the Disclosing Party to designate any tangible or intangible information as Confidential Information shall not give Recipient the right to treat such information as free from the restrictions imposed by this Agreement if the circumstances would lead a reasonable person to believe that such information is Confidential Information. Confidential Information does not include information which Recipient documents (a) is now, or hereafter becomes, through no act or failure to act on the part of Recipient, generally known or available to the public; (b) was rightfully in Recipient’s possession prior to disclosure by the Disclosing Party; (c) becomes rightfully known to Recipient, without restriction, from a source other than the Disclosing Party and without any breach of duty to the Disclosing Party; (d) is developed independently by Recipient without use of or reference to any of the Confidential Information and without violation of any confidentiality restriction contained herein; or (e) is approved by the Disclosing Party for disclosure without restriction, in a written document executed by a duly authorized officer of the Disclosing Party. Recipient shall hold the Confidential Information received from the Disclosing Party in confidence with the same degree of care of as Recipient uses to protect its own Confidential Information, but at the least reasonable care, and shall not, directly or indirectly, disclose it, except as expressly permitted herein. Recipient shall not use the Disclosing Party’s Confidential Information other than as necessary to perform the services hereunder or exercise license rights granted hereunder and shall not disclose Disclosing Party’s Confidential Information to any employee or third party except to the extent necessary to perform the services or use the Products and only after they have agreed in writing to the provisions of this Section 8. Upon termination of this Agreement, Recipient shall return to Disclosing Party all of the Confidential Information in its possession and shall cease to make any further use thereof. Notwithstanding the foregoing, Recipient shall be permitted to disclose Confidential Information pursuant to a judicial order, provided that Recipient provides the Disclosing Party reasonable prior notice, to contest such order. 7. Data Security. Licensor represents, warrants and covenants to Licensee that Licensor shall maintain a comprehensive information security program that contains administrative, physical and technical safeguards to protect Licensee’s Confidential Information that are no less rigorous than accepted industry best practices and that are reasonably designed to protect the security and confidentiality of Licensee’s Confidential Information, protect against any anticipated threats or hazards to the security or integrity of Licensee’s Confidential Information, and protect against unauthorized access to or use of Licensee’s Confidential Information. Licensor shall promptly notify Licensee in writing of any actual or suspected unauthorized access to Licensee’s Confidential Information. 8. General Provisions. 8.1 Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth above or such other address as either party may specify in writing. 8.2 Assignment and Successors. This Agreement may not be transferred, sublicensed, sold, or otherwise transferred by a party without the prior written consent of the other party, except that Licensee may freely assign or transfer this Agreement or its rights hereunder, including without limitation assignment or transfer of one or more the licenses granted to Licensee hereunder, to any affiliate of Licensee, or to any successor of Licensee by merger or conversion, or to the purchaser of substantially all of the equity interests or assets of Licensee. This Agreement shall bind and inure to the successors and assigns of Licensee and Licensor. 8.3 Export. Licensee may not export or re-export the Software or any underlying information or technology relating to the Software except in full compliance with all United States, foreign and other applicable laws and regulations. 8.4 Governing Law. This Agreement shall be governed by the laws of the State of New York, U.S.A., without application of the principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. In the event of a dispute, the prevailing party is entitled to recover all costs and expenses, including its reasonable attorney’s fees. In the event of any dispute under this Agreement, the parties expressly agree to attempt to resolve the dispute between the appropriate authorized officers of each party before seeking arbitral relief. Any dispute relating to the validity, performance, construction or interpretation of this Agreement which cannot be resolved amicably between the parties shall be submitted to binding arbitration, to be held in Miami, Florida. in accordance with the Commercial Rules of the American Arbitration Association (the "Rules"). Any arbitration proceeding under this Agreement shall be conducted in the English language before an arbitration panel comprised of three (3) arbitrators knowledgeable of New York law, who shall be selected by the parties in accordance with the Rules. The decision and award of the arbitrators in any arbitration proceeding between the parties under this Section 8.4 shall be: (i) in writing, stating the reasons therefore; (ii) based solely on the terms and conditions of this Agreement, as interpreted in accordance with the laws of the State of New York, U.S.A.; (iii) final and binding upon the parties; and (iv) enforceable in any court of competent jurisdiction. Notwithstanding the provisions of this Section 8.4, either party shall have accordance with applicable law, in order to prevent or the right to seek preliminary and permanent injunctive relief in any court of competent jurisdiction, and enjoin any misappropriation, misuse, unauthorized disclosure or infringement of any of its intellectual property rights and/or Confidential Information. 9. Interpretation of Agreement. Neither the failure nor any delay of a party to exercise a right, remedy or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of a right, remedy or privilege by such party preclude any further exercise of the same. The waiver by either party of a breach of or right under this Agreement shall not constitute a waiver of any other breach or right. In the event that any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect. This Agreement may only be amended, modified or waived by written documents signed by authorized representatives of the parties. This Agreement is the complete agreement between the parties regarding this subject matter and supersedes all previous or contemporaneous agreements, proposals and communications, written and oral. This Agreement supersedes all documents (e.g., purchase orders, sales orders, shrink-wrap, click-wrap, or browse-wrap agreements, end-user license agreements, terms and conditions of use, or acceptable use policies) issued by Licensee or Licensor with respect to the Software, or required by Licensor to use or access the Software, and any additional or conflicting terms and conditions contained in any such documents are of no force and effect and no such document shall operate as an amendment or modification of this Agreement. END Standard Level Software Product Maintenance for Subscription Licenses Licensor will provide Licensee with Product Maintenance and Maintenance Support Services for the licensed Software. The term “Software Product Maintenance” shall include both services and the provision to the Licensee of all revisions, updates, and technical enhancements to the Software Products, which are made generally available to other licensees of the Products as detailed in Addendum 1 (Product Schedule), through IntelliDocX, and its’ Resellers and Authorized Agents. Software Product Maintenance entitles the Licensee to all released software error corrections, modifications, changes, and improvements to the Products that relate to the operating performance and originally delivered features, but do not alter the basic function of the Products. Product Maintenance Services entitles Licensee to unrestricted use of Licensor’s first level support email and telephone hotline and the IntelliDocX On-line support ticketing system which is available 24 hours a day and 7 days a week. Initial feedback and acknowledgement for issues reported to the product hotline is guaranteed to be less than 2 hours on working business days. Initial Support ticket response coverage during business days shall extend from 8 AM to 6 PM (Licensee’s time zone), Monday thru Friday. First Level Support provided under product maintenance services is defined as the gathering of error logs, incident artifacts and initial troubleshooting. The Standard Service level response time for commencing first level support in concert with the Licensee’s designated personnel, shall be 6 hours for non-business critical support tickets submitted, and 2 hours for support tickets flagged as “systems down, business critical impact”. The initial period for this Product Maintenance Service is set to equal the term for the Subscription license. The maintenance fee for the products provided by IntelliDocX is included in the subscription fee.