Loan Vision/ Loan Vision Lite End User Agreement This Loan Vision / Loan Vision Lite (“Loan Vision”) End User License Agreement (the “Agreement”), is entered by and between the End User (“End User”) and Turegliai DBA Bestborn Business Solutions (Bestborn), the provider of Loan Vision. An End User is anyone who purchases, downloads, installs or uses the Dynamics ATS. By purchasing, downloading, installing, and or using Loan Vision the End User acknowledges and agrees to be bound by the terms of this Agreement. End User affirms is agreeing to use Loan Vision solely for End User’s internal purposes. 1. Products and Services This agreement applies to the following: 1.1 Loan Vision Lite, a packaged solution that is an extension for Microsoft Dynamics 365 1.2 Loan Vision, a packaged solution that is an extension for Microsoft Dynamics 365 Additional terms and conditions (beyond those stated here and in any attached supplements) may apply to certain Loan Vision. When acquiring Loan Vision, you will be given an opportunity to review the additional terms and conditions that must be accepted for you to implement Loan Vision within your organization. If the additional terms and conditions conflict in any way with the terms and conditions stated here, the additional terms and conditions will prevail. 2. Terms and Conditions 2.1 End User’s Rights: (a) Adopt & use, customize, the Loan Vision application into the End Users internal environment. 2.2 Restrictions: (a) You must ensure that Loan Vision is not distributed in any form other than internally across the End User’s workforce. (b) You may not (and may not allow anyone else to) distribute Loan Vision through the online application stores, such as AppSource, Pinpoint, Apple AppStore, Windows Phone Marketplace or Android Market for any reason. (c) You may not decompile, reverse engineer, or otherwise attempt to derive the source code for the Loan Vision solution. (d) You may not use Loan Vision as a blueprint to build your own solution that would circumvent the need for the Loan Vision application. (e) You many not use Loan Vision as a blue print to build a competitive mortgage accounting solution for Dynamics 365 Customer Engagement. (g) For the code associated with Loan Vision (“Code“): You shall: 1. Keep the Code internal, protected and in place 2. Not modify the Code in any way 3. Not share or distribute the Code to any third party without Loan Visions expressed written consent. 2.3 Copies: If you make backup or archival copies of Loan Vision or Loan Vision Documentation, you must reproduce all copyright, trademark, and other notices that appear on the original copy. 2.4 Transfers and Assignments: You may not transfer or assign your license rights to any other affiliate or person in any manner (by assignment, operation of law or otherwise) unless you have obtained written consent from Bestborn. If you attempt to transfer or assign any of your license rights without Bestborn’s consent, the transfer or assignment will be ineffective, null, and void (and you will be in material breach of this agreement and owe Bestborn any and all revenue received from the transaction). 2.5 Bestborn Rights Bestborn shall have the right to perform an internal audit at End User’s premises to control the total number of deployed Loan Vision user. End User shall be informed about the date of the internal audit at least 30 business days prior to the audit. 3. Delivery Bestborn will deliver Loan Vision along with the corresponding Documentation and License Keys (if applicable) to you after making your purchase, in accordance with any signed implementation agreement and associated timeline. 4. Fees and Payment The End User Fees for Loan Vision and associated services you may purchase under this agreement will be identified in the Loan Vision Implementation Proposal & Contract signed by The End User. Fees will be due as stated as per the Loan Vision Implementation Proposal & Contract and associated invoice. If End User does not pay an amount by the scheduled due date, Bestborn will have the right to terminate this agreement. 4.1 License Fee: The Loan Vision License grants you the use of Loan Vision on one instance of Microsoft Dynamics 365 owned by the End User. Part of the licenses provides access to new versions, fixes and updates to Loan Vision per the term defined in the Loan Vision Implementation Proposal & Contract. After your subscription expires, End User can renew the subscription license at the cost identified in the Loan Vision Implementation Proposal & Contract 4.2 End User License and Maintenance Fees: The End User License and Maintenance Fees for Loan Vision will be identified in the invoice provided by Bestborn. 5. Confidentiality 5.1 Confidentiality Obligations: Each party (End User and Bestborn) agrees to abide by the following confidentiality obligations with respect to the other party’s Confidential Information: 1. Do not disclose it to any third party unless (a) the other party has given its specific and express prior written approval, (b) the disclosure is expressly allowed under this agreement, or (c) the disclosure is necessary to comply with a valid court order or subpoena; 2. Do not use it for any reason other than to exercise its rights and perform its obligation under this agreement; and 3. Protect it from unauthorized dissemination in the same manner as that party protects its own Confidential Information, and in any event with reasonable precautions (which include limiting access to employees and contractors on a “need to know” basis). 5.2 Mandatory Disclosures: If you believe you must disclose Bestborns Confidential Information in order to comply with a valid court order or subpoena, you must promptly notify Bestborn and cooperate with Bestborn if Bestborn chooses to contest the disclosure requirement, seek confidential treatment of the information to be disclosed, or to limit the nature or scope of the information to be disclosed. Bestborn will do the same if it believes it must disclose your Confidential Information in these circumstances. 5.3 Additional Obligations In addition to your general obligations of confidentiality regarding Loan Vision and the Loan Vision Documentation, you agree to take reasonable steps to ensure each End User of Loan Vision is abiding by the terms of this agreement. 6. Term and Termination 6.1 Rights to Terminate: The End Users rights to terminate will be detailed in the Loan Vision Implementation Proposal & Contract 6.2 Consequences of Termination: The consequences of termination will be governed by the Loan Vision Implementation Proposal & Contract 7. NO WARRANTY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM AND EXCLUDE ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF TITLE, NON-INFRINGEMENT, SATISFACTORY CONDITION OR QUALITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY SERVICES, OR OTHER MATERIALS OR INFORMATION PROVIDED BY US. 8. LIMITATION OF LIABILITY, EXCLUSIONS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, LOSS OF PROFITS OR LOSS OF BUSINESS, FOR ANY MATTER RELATED TO THIS AGREEMENT, ANY SERVICES, OR ANY OTHER MATERIALS OR INFORMATION WE PROVIDE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. 9. FORCE MAJEURE Neither Party shall be in default for delay or failure to perform caused by an Act of God or of a governmental body, or any other cause reasonably beyond its control. Upon occurrence of such an event, prompt notice shall be provided to the other Party and the performance of its obligations by the affected Party shall be suspended for the duration of this event of Force Majeure. The Parties shall use their best efforts to mitigate the effects of such an event of Force Majeure and to resume performance of the Agreement at the earliest opportunity. However, if performance is suspended for a period exceeding fifteen (15) days, the Party will meet each other in order to define the adequate solutions to be carried out. In the event that the performance cannot be resumed despite of the carry out of the alternative solution, either Party will have the right to terminate this Agreement as of right. 10. MISCELLANEOUS This Agreement constitutes the parties’ entire agreement concerning the subject matter hereof, and supersedes any other prior and contemporaneous communications. All notices, authorizations, and requests given or made in connection with this Agreement shall be sent by email or facsimile to the addresses indicated by both parties. Notices shall be deemed delivered on the date shown on the email or facsimile confirmation of delivery. End User may not assign this Agreement without Besrborns written consent, which consent shall not be unreasonably withheld. This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. Any dispute arising out of or under this Agreement shall be brought before the district courts of Westmoreland County, PA, unless mutually agreed otherwise. Notwithstanding this, this choice of forum provision shall not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction. If a court holds any provision of this Agreement to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall amend the Agreement to give effect to the stricken clause to the maximum extent possible. No waiver of any breach of this Agreement shall be interpreted as a waiver of any other breach, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. Bestborn reserves the right to make changes, including changes in price, benefits, and terms and conditions as defined in this Agreement and Appendixes at any time. This Agreement shall not be amended except in writing and signed by Bestborn.