XRM VISION XRM TANDEM LICENSE AGREEMENT IMPORTANT – READ BEFORE INSTALLING OR OPERATING THIS PROGRAM 1. Scope. This agreement (the “Agreement”) governs Your use of the XRM Tandem Software as a service provided by XRM Vision (“Us” or “We”) through online, web-based application via the Microsoft Dynamics 365 for Sales platform (the “Services”). By accepting this Agreement or using the Services, You agree to be bound by the terms of this Agreement. If You are signing the order form on behalf of a company or other legal person, You represent that you have the authority to bind such company or other legal person to this Agreement and, in such case, “You” or “Your” will refer to such company or other legal person and Your Affiliates. 2. Provision of Services. We will make the Services available to You during the applicable Subscription Term. You agree that your use of the Services is neither contingent on the delivery or any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features. 3. Use of the Services. a. Our Responsibilities. The Services are provided by Us using the Microsoft Dynamics 365 for Sales platform (the “Platform”) and from a data centre provided by Microsoft. As such, We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We will give You at least ● hours’ notice via the Services); (b) any unavailability caused by circumstances beyond our reasonable control,; or (c) any unavailability caused by failures in the Platform or unavailability in the Platform. We will provide the Services in accordance with laws and government regulations applicable to Our provision of the Services to customers generally, and subject to Your use of the Services in accordance with this Agreement. b. Support. Customer support is available from Us with the scope and on those terms described on Our Website. c. Your Responsibilities. You will: (a) be responsible for maintaining the confidentiality of all user passwords and user logins, and will be responsible for all activities conducted under passwords and user logins; (b) be solely responsible for the accuracy, quality, integrity, legality, and intellectual property ownership or right to use of all electronic data or information submitted by or for You to the Services, or processed by and stored in, the Services (“Customer Data”); (d) use the Services in accordance with this Agreement, and applicable laws and government regulations (e) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and promptly notify Us of any such unauthorized access or use; (f) be responsible for obtaining and maintaining appropriate equipment and network connections (including a license to the Platform) needed to connect to, access or otherwise use the Services; and be responsible for Your Users’ and Affiliates’ compliance with this Agreement. d. Usage Limits. The Services are subject to the following limits on the Customer Data of 500GB. User logins and passwords may not be shared with any other individual, and a User identification may only be reassigned to a new individual replacing the one who will no longer use the Services. e. Restrictions. You may not (a) make the Services available to anyone other than individuals authorized to use the Services on Your behalf (“Users”); (b) use the Services for the benefit of anyone other than You and Your Affiliates; (c) sell, resell, license, sublicense, distribute, make available, rent or lease any of the Services; (d) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or intellectual property rights; (e) interfere with or disrupt the integrity or performance of the Services; (f) copy, translate, reverse engineer, disassemble, decompile, or create a derivative work of, the Services or otherwise attempt to discover any source code or modify the Services in any form or manner; (g) use the Services for the purpose of benchmarking, or for building a similar or competitive product or service or for copying any features or functions; (h) publish, post, upload or otherwise transmit Customer Data that contains any code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses; or (i) attempt to gain unauthorized access to the Services. 4. Proprietary Rights. a. Subject to the limited rights expressly granted in this Agreement, We reserve all rights, title and interest in and to the Services, including all intellectual property rights. No rights are granted to You other than those that are expressly stated. b. You grant Us a worldwide, limited-term license to host, copy, transmit and display Customer Data as necessary for Us to provide the Services in accordance with this Agreement. Subject to the limited rights expressly set out in this Agreement, We shall not acquire any right, title or interest to any Customer Data. c. We will have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback You or Your Users provide relating to the operation of the Services. You also agree that we will be free to (i) collect, use and create derivative works of data regarding Your use of the Services; (ii) aggregate such data with other data to create compilations and analysis of such data (“Aggregated Data’”); and (iii) use, copy, modify, create derivate works of, publish and disclose such Aggregated Data in a manner that does not directly or indirectly identify You. We shall own all rights, title and interest to the Aggregated Data and any derivative works thereof. 5. Confidentiality. “Confidential Information” means any confidential and proprietary information of a party disclosed to the other party in connection with this Agreement, whether orally or in writing, that is clearly identified as confidential or which a reasonable party would regard as confidential. All of Customer Data will be treated as Your Confidential Information. Each party will, and will cause its personnel to, hold and deal with in strict confidence all Confidential Information of the other party disclosed in connection with the Services, and agrees not to disclose any of such Confidential Information to any third party other than its employees, representatives, agents and advisors who have a business need to know, nor use any of the Confidential Information, except as necessary to perform this Agreement. The provisions of the preceding sentence will not apply to any information which: (a) is or becomes in the public domain, other than as a result of a disclosure by the receiving party in breach of this Agreement; (b) was already known to the receiving party; (c) is or becomes available to the other party on a non-confidential basis from a source other than the disclosing party, if that source or its source is not in breach of any obligation of confidentiality to the disclosing party; or (d) was independently developed by the receiving party. In addition, a receiving party may disclose Confidential Information pursuant to applicable laws, regulations or court order, provided that if permitted by law, the receiving party gives the disclosing party prompt notice of its intent to disclose such information and provides reasonable cooperation so that the disclosing party may seek a protective order or other appropriate remedy or waive compliance with these terms. 6. Liability. We disclaim any and all warranties and guarantees, express, implied or otherwise, relating to the Services, including but not limited to any warranty of merchantability, fitness for a particular purpose or non-infringement. IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSSES (WHICH FOR THE PURPOSES OF THIS AGREEMENT WILL BE DEEMED TO INCLUDE, BUT NOT BE LIMITED TO, THE LOSS OF REVENUES, PROFITS OR GOODWILL, LOSS AS A CONSEQUENCE OF ANY KIND OF BUSINESS INTERRUPTION OR LOSS OF DATA) ARISING UNDER, OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES. OUR TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, WILL, IN NO CASE, EXCEED $100. The limitations and exclusions in this Section will apply irrespective of the nature of the action, demand or claim, including, but not limited to, breach of contract, tort (including negligence) or any other legal theory, and will survive a fundamental breach or breaches or failure of essential purpose. 7. Our Indemnity. We will defend You from any suit or action, and indemnify and hold You harmless against, and pay on Your behalf, any damages awarded to third parties in any such suit or action (including reasonable legal fees and disbursements awarded to such third parties) and settlement amounts, alleging that the Services infringe any United States or Canadian patent, copyright, trademark or trade secret of a third party. Our obligations under this Section are conditional upon You: (a) promptly notifying Us in writing upon becoming aware of such suit or action; (b) giving Us sole control of the defense and related settlement negotiations; and (c) providing Us with all information and assistance reasonably requested by Us. If the Services or any part thereof, is, in Our opinion, likely to or does become the subject of a claim of infringement, We may, at Our option: (i) obtain the continued right for You to use the Services; or (ii) modify or replace the Services to make it non-infringing. The rights and remedies granted to You under this Section state Our entire liability, and Your exclusive remedy, with respect to any claim of infringement, whether arising under statute, common law or otherwise. Excluded from Our indemnification obligations are all claims arising from: (a) Customer Data or Your breach of this Agreement. 8. Your Indemnity. You will defend Us and Our Affiliates from any suit or action, and indemnify and hold Us harmless against, and pay on Our behalf, any damages awarded to third parties in any such suit or action (including reasonable legal fees and disbursements awarded to such third parties) and settlement amounts, alleging that the Customer Data infringes or misappropriated such third party’s intellectual property rights, or arising from Your use of the Services in violation of this Agreement or applicable laws. Your obligations under this Section are conditional upon Us: (a) promptly notifying You in writing upon becoming aware of such suit or action; (b) giving You sole control of the defense and related settlement negotiations; and (c) providing You with all information and assistance reasonably requested by You. 9. Term and Termination. This Agreement commences on your acceptance of this Agreement and continues until all subscriptions have expired or have been terminated. Users subscriptions have an initial term of one (1) year from Your acceptance of this Agreement and will automatically renew for additional one (1) year periods unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. This Agreement will automatically terminate if You breach any provision of this Agreement and do not cure such breach within 30 days of written notice from Us or if You file for any relief from Your creditors under appropriate bankruptcy or insolvency laws, are adjudicated bankrupt or insolvent under applicable laws, or make an assignment to, or a composition with, or for the benefit of, Your creditors. You may terminate this Agreement at any time on notice to Us. Upon the termination of this Agreement for any reason, You must promptly cease using the Services. Upon expiry or termination of this Agreement, we will take a backup of the Customer Data in our standard format, and will make this available to you on request.