This End User License Agreement is made and entered into by and between WaveAccess, LTD and Customer. Relationship Charts™ ("the Software Product") and accompanying documentation is licensed and not sold. WaveAccess, its subsidiaries, affiliates, and suppliers (collectively "WaveAccess") own intellectual property rights in the Software Product. The Licensee's ("you" or "your") license to download, use, copy, or change the Software Product is subject to these rights and to all the terms and conditions of this End User License Agreement ("Agreement"). 1. Acceptance: By signing this agreement, you accept and agree to be bound by the terms of this agreement. Formal acceptance of the software product will be deemed to have occurred when software is installed and configured for use. 2. License Grant: This Agreement provides a subscription license grant for the non-exclusive right to install and use the Software Product as specified in Exhibit A. In addition, you may install the Software Product as required to support multiple server instances and planned test and development environments. The Software Product is based on Microsoft Dynamics CRM and allows the same use rights as granted by your Microsoft Use Rights agreement. Multiple copy use or installation is only allowed if you obtain an appropriate licensing agreement for each user and each copy of the Software Product. The subscription license grant will automatically renew annually, unless WaveAccess receives a notice of license grant termination 30 days prior to the renewal date. 3. Restrictions on Transfer: Without first obtaining the express written consent of WaveAccess, you may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to the Software Product. 4. Restrictions on Use: If you do not hold multiple, validly licensed copies, you may not use, copy, or install the Software Product on any system with more than the number of computers permitted by license, or permit the use, copying, or installation by more users, or on more computers than the number permitted by license. You may not decompile, reverse-engineer, disassemble, or otherwise attempt to derive the source code for the Software Product. 5. Restrictions on Alteration: You may not modify the Software Product or create any derivative work of the Software Product or its accompanying documentation. Derivative works include but are not limited to translations. You may not alter any files or libraries in any portion of the Software Product. 6. Limited Software Product Warranty: For a period of 60 days from the date of acceptance, or from the date that you install the Software Product as applicable, WaveAccess warrants that when properly installed and used under normal conditions, the Software Product will perform substantially as advertised. 7. Services and Support: Provided that Customer pays the applicable Services and Software Maintenance fees as set forth on Exhibit A, WaveAccess will provide Customer with Services as further described in Exhibit B and other Services as specified in Exhibit A. WaveAccess is under no obligation to provide any Services except as specified in this agreement. 8. Disclaimer of Warranties and Limitation of Liability: unless otherwise explicitly agreed to in writing by WaveAccess, WaveAccess makes no other warranties, express or implied, in fact or in law, including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose other than as set forth in this agreement or in the limited warranty documents provided with the software product. WaveAccess makes no warranty that the Software Product will meet your requirements or operate under your specific conditions of use. WaveAccess makes no warranty that operation of the Software Product will be secure, error free, or free from interruption. You must determine whether the software product sufficiently meets your requirements for security and uninterruptability. You bear sole responsibility and all liability for any loss incurred due to failure of the software product to meet your requirements. WaveAccess will not, under any circumstances, be responsible or liable for the loss of data on any computer or information storage device. Under no circumstances shall WaveAccess, its directors, officers, employees or agents be liable to you or any other party for indirect, consequential, special, incidental, punitive, or exemplary damages of any kind (including lost revenues or profits or loss of business) resulting from this agreement, or from the furnishing, performance, installation, or use of the software product, whether due to a breach of contract, breach of warranty, or the negligence of WaveAccess or any other party, even if WaveAccess is advised beforehand of the possibility of such damages. To the extent that the applicable jurisdiction limits wave access’s ability to disclaim any implied warranties, this disclaimer shall be effective to the maximum extent permitted. 9. Limitation of Remedies and Damages: Your remedy for a breach of this Agreement or of any warranty included in this Agreement is the correction or replacement of the Software Product. Selection of whether to correct or replace shall be solely at the discretion of WaveAccess. WaveAccess reserves the right to substitute a functionally equivalent copy of the Software Product as a replacement. If WaveAccess is unable to provide a replacement or substitute Software Product or corrections to the Software Product, your sole alternate remedy shall be a refund of the purchase price for the Software Product exclusive of any costs for shipping and handling. Any claim must be made within the applicable warranty period. All warranties cover only defects arising under normal use and do not include malfunctions or failure resulting from misuse, abuse, neglect, alteration, problems with electrical power, acts of nature, unusual temperatures or humidity, improper installation, or damage determined by WaveAccess to have been caused by you. All limited warranties on the Software Product are granted only to you and are non-transferable. You agree to indemnify and hold WaveAccess harmless from all claims, judgments, liabilities, expenses, or costs arising from your breach of this Agreement and/or acts or omissions. 10. Indemnification: WaveAccess shall, at its own expense, defend, indemnify and hold harmless Customer and its successors and assigns (collectively, the “Indemnified Parties”) from and against all judgments, losses, payments, costs, expenses (including reasonable attorneys’ fees), damages, settlements, liabilities, fines, and penalties that the Indemnified Parties incur arising from or related to all claims, suits, proceedings and demands alleging that any of the Software provided to Customer hereunder infringes on any copyright, patent or misappropriates any trade secret of a third party. WaveAccess shall have no liability if the alleged infringement in regard to the Software Product is based on (a) a modification of the the Software Product; (b) use of the Software product contrary to the Documentation or the terms of the applicable Schedule or this Agreement; (c) use of other than the most recent version of the Software product with all updates, if such infringement or misappropriation would have been avoided by the use of the most recent version of the Software Product. 11. Confidentiality: By mutual consent, certain Confidential Information will be shared by both parties in the course of our business relationship through discovery, analysis and implementation services of the Software Product. Both parties agree the Recipient will protect the confidential material and information which may be disclosed between the Owner and the Recipient. Therefore, the parties agree as follows: The term "Confidential Information" means any information or material which is proprietary to either party, whether or not owned or developed by either party, which is not generally known other than by direct or indirect contact with either party. Confidential Information includes without limitation: business records and plans, financial statements, customer lists and records, trade secrets, technical information, products, inventions, product design information, pricing structure, discounts, costs, computer programs and listings, source code and/or object code, copyrights and other intellectual property, and other proprietary information identified as Confidential. Confidential Information does not include: matters of public knowledge, information rightfully received from a third party without a duty of confidentiality, information independently developed by a third party, information disclosed by operation of law, information disclosed with the prior written consent, and any other information that both parties agree in writing is not confidential. Both Parties understands and acknowledges that the Confidential Information has been developed or obtained by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset which provides both parties significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the disclosure of the Confidential Information, both parties agree to hold in confidence and to not disclose the Confidential Information to any person or entity without prior written consent. In addition, both parties agree that they i) will not copy or modify any Confidential Information without prior written consent; and ii) both parties shall not disclose any Confidential Information to any employees except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. This Agreement sets forth the entire understanding of the parties regarding confidentiality. The obligations of confidentiality shall survive indefinitely from the date of disclosure of the Confidential Information. Any amendments must be in writing and signed by both parties. Upon the written request of either party, all written and electronic materials containing the Confidential Information shall be returned to the requesting party and electronic copies be destroyed. Requested party will provide a written statements certifying that all materials have been returned within five (5) days of receipt of the request. 12. Governing Law, Jurisdiction: This Agreement is governed by the laws of the State of Delaware, United States without regard to Delaware's conflict or choice of law provisions. 13. Severability: If any provision of this Agreement shall be held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws. 14. GENERAL: a. Audit: WaveAccess shall have the right upon proper written notice to request an audit of your usage of the Software Product in order to verify compliance with the terms of this; b. Force Majeure: Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, earthquakes, explosions, acts of God, war, governmental action, labor conditions, material shortages, or any other cause beyond the reasonable control of such party; and c. Reference: You agree to consider upon request, in your sole discretion, whether to act in the capacity of a reference, case study participant, or included in a press release or other announcement discussing the Software utilized and Services received, with WaveAccess potential customers. Exhibit B Software Maintenance and Support Agreement 1. Description of Services. WaveAccess will provide the following support services (collectively, the "Services"): • Respond to support queries on a timely basis; • Provide fixes to solve defects with the Software Product functioning as documented; • Perform services required to install and correct defects; • Provide Software Product Updates and Upgrades as they become available/required; and • With Client approval, provide services not covered under the Software Maintenance and Support agreement. Services NOT supported under this agreement: • Installation and configuration of updates and upgrades (not specifically addressing a current defect); • Help Desk Services related to general advice, not related to product defects; • Services related to configuration, custom reports and other services (not related to correction of a defect in the Software Product); • Services not related to the Software Product, to include: Administrative duties, Network issues, Disaster Recovery support, other application integration support, etc. • Services related to correcting issues self-inflicted by Client. • Services related to training internal support personnel, or extended knowledge transfer in lieu of proper training of Client personnel. 2. Access to Data and CRM systems/Environment: Client agrees to provide WaveAccess with sufficient information to describe evidence of a programming error, and further agrees to provide WaveAccess with access to systems necessary to replicate the issue and sufficient support to enable WaveAccess to replicate the problem, determine that it results from the Software, and, after corrective action or replacement has taken place, determine that the problem has been alleviated. 3. Modifications Excluded: WaveAccess shall not be obligated to provide support services pursuant to this Contract with respect to any modifications of the Software made by Client or to any computer program incorporating all or any part of the Software. If WaveAccess corrects defects or problems attributable to errors made by Client or corrections or modifications made by Client, Client agrees to pay WaveAccess the then current standard rates for time and material. 4. Standard Rates: In consideration of the services to be performed by WaveAccess outside of services covered under this agreement related to Relationship Charts support services. WaveAccess’s standard hourly rate of $200.00 per hour will apply. 5. Term: This agreement will renew automatically on each annual anniversary date. 6. WaveAccess Responsibilities: • Acknowledge and begin effort to resolve Client inquiries within 2 hours of request during normal Support Center business hours: 6:00 a.m. Eastern Standard Time to 6:00 p.m. Pacific Standard Time. • Use commercially reasonable efforts to assist Client to resolve problems in its use of the Software Product. a) WaveAccess makes no guarantee that it can, or will, solve any problems with respect to the Software and disclaims any warranties above and beyond any limited warranties stated in the end user license agreement. • Provide Client with Updates, which, in its’ sole determination, correct application defects, or provide functional enhancements • Provide Client with Upgrades as they become available • Provide documentation of updates and upgrade enhancements and other functional changes/enhancements. 7. Client Responsibilities: • Install Upgrades or Updates, in a timely manner upon receipt; a) Client must remain no more than two updates behind the then current release version in order to ensure proper support under this agreement; • Perform general software and database maintenance on a regular basis. • Provide support personnel with sufficient training in the Software Product. a) WaveAccess at is sole discretion may notify Client that internal personnel require additional training in order to effectively perform their duties in accordance with this agreement • Provide WaveAccess requested documentation of potential defects and access to required internal support personnel on a timely basis. • Maintain/support remote access capability for WaveAccess for the purpose of trouble-shooting, error diagnosis and transfer of fixes, updates and upgrades to program code. 8. General Warranty: WaveAccess shall provide its services and meet its obligations under this Contract in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in the Microsoft support community, and will provide a standard of care equal to, or superior to, care used by WaveAccess personnel on similar projects. WaveAccess shall not be liable for any delay in performance directly or indirectly resulting from acts of Client, its agents, employees, or subcontractors. 9. Remedies: In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 30 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract. 10. Force Majeure: If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable haste. 11. Entire Agreement: This exhibit contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of the Software Maintenance and Support Agreement, and supersedes any prior written or oral agreements between the parties.