Folio3 Connector License Terms These license terms & Terms of Service (“agreement”) are an agreement between Folio3 Software Inc. (“Contractor”) and you (“Client”). Except as otherwise expressly specified, this agreement applies to all of the Folio3 Software products, which includes the media on which you received it, if any. It also applies to any Folio3 • updates, • supplements, • Cloud-Based services, and • support services for this software, unless other terms accompany those items. If so, those terms apply. By installing, having installed, subscribing to, or using the software, you accept this agreement (including any modifications made to it from time to time). If you do not accept this agreement, do not install, have installed, subscribe to, or use the software or Folio3 Online Service. If an individual enters into this agreement on behalf of a legal entity, that individual represents that he or she has the authority to bind that entity to this agreement. Upon installing and using a Folio3 product, you are giving Folio3 the right to display your company name and logo on the company website for reference purposes, and to store such content. You can, however, at any time request to avoid getting your information published. You can do this by writing to dynamics@folio3.com. Servers on which the software is installed may periodically provide information to verify that the software is properly licensed and that the term has not expired. This information includes the customer identifier, product name, license serial number, product version number, and usage data. Aggregated data may be used to evaluate the effectiveness of our validation features. By using the software or Folio3 Online Service, you consent to the transmission of the information described in this paragraph. Folio3 App License Terms If you comply with this agreement, you have the rights below for each license you acquire for the software. 0.1. RELATIONSHIP OF THE PARTIES 0.1.1. Contractor has agreed to provide programming, systems analysis, engineering, marketing, technical writing or other specialized services as an independent contractor to client ("Client") 0.2. SERVICES AND WORK 0.2.1. Work. All work and performance under this Agreement shall be pursuant to one or more Work Orders, substantially in the form of Exhibit A attached to this Agreement (“Work Orders”), each of which shall be in writing and signed by both parties. In general, the purpose of the Work Order is to identify the work, functions, equipment, facilities and other resources to be provided by Contractor for the tasks specified in the Work Order to be performed by Contractor. 0.2.2. Conduct of Work. All Work shall be performed in a workmanlike and professional manner. 0.2.3. Method of Performing Work. Contractor shall have the right to determine the method, details, and means of performing the Work. Client is entitled to exercise general powers of supervision and control over the results of work performed by Contractor to assure satisfactory performance, including the right to inspect, the right to stop work, the right to make suggestions or recommendations as to the details of the Work, and the right to propose modifications to the Work. 0.2.4. Resources Provided. Client may provide third party tools or operating systems (“Resources”) to Contractor which are licensed to Client, for Contractor’s temporary use in performing the Work. In compliance with such third party vendor license restrictions, Contractor may only use such Resources for the limited purpose of performing the Work. Contractor is not granted any license or sublicense to the Resources outside of this limited use. Upon termination of this Agreement, Contractor agrees to return the Resources to Client and/or to certify in writing to Client that Contractor has destroyed all copies of such Resources in its possession. 0.2.5. Timelines. The Work, as defined in each Work Order, must be delivered on a timely basis in accordance with the milestone deliverables defined in each Work Order. Contractor agrees to use its best efforts to accommodate work schedule requests. 0.2.6. Reporting. Contractor agrees to provide Client with written time and progress reports on a monthly basis. Unless otherwise requested by Client, Contractor’s standard reports shall each indicate number of hours or days worked, broken down into major task categories; 0.3. TERM 0.3.1. Term. The initial Term of this Agreement shall commence on the Effective Date of this Agreement and shall continue for one (1) year. At the end of the initial Term, the Agreement will be automatically renew for 1 year, unless otherwise requested in writing by either party at least 30 days prior to end of the initial term. 3.2. Work Order. Term and termination of each Work Order executed under this agreement will be specified on the Work Order individually (see Exhibits). 3.4 Survival. Notwithstanding the above, Sections 6. (Confidentiality), 7. (Ownership Rights), 8. (Unfair Competition), 9. (Non-Solicitation of Employees), 11. (Indemnification) and 12. (Miscellaneous) shall continue in full force and effect after the end of the Agreement’s Term. 0.3.1. FEES, EXPENSES, AND PAYMENT 0.3.1.1. Fees. In consideration of the Work to be performed by Contractor, Contractor shall be entitled to compensation at the rate defined in the applicable Work Order. Contractor shall invoice Client on a monthly basis, together with the reports required in Section 2.6. (Reporting), above. Client shall pay Contractor within thirty (30) days of receipt of an invoice or earlier, per the payment terms indicated in the invoice. A late penalty of 3% of the invoiced amount will be applied on any invoices not paid within 60 days of invoice receipt date. A further penalty of 3% per month will be applied on amounts that are not paid within 60 days of the receipt date. 0.3.1.2. Reimbursement of Expenses. In addition to the foregoing, Client shall pay Contractor’s actual out-of-pocket expenses, if any, as reasonably incurred in furtherance of its performance under this Agreement, provided that such expenses are pre-approved in writing by Client. Contractor agrees to provide Client with access to such receipts, ledgers, and other records as may be reasonably appropriate for Client or its accountants to verify the amount and nature of any such expenses. Expenses shall be reimbursed within thirty (30) days of receipt of Contractor’s invoice. 0.4. CONTRACTOR’S RESPONSIBILITY FOR TAXES AND OTHER MATTERS 0.4.1. Taxes. As an independent contractor, Contractor shall pay and report all federal and state income tax withholding, social security taxes, and unemployment insurance applicable to Contractor. Contractor shall not be entitled to participate in health or disability insurance, retirement benefits, or other welfare or pension benefits (if any) to which employees of Client may be entitled. 0.5. CONFIDENTIALITY 0.5.1. Restrictions. Contractor acknowledges that, in order to perform the Work called for in this Agreement, it shall be necessary for Client to disclose to Contractor Certain Confidential Information (defined below) which may include trade secrets of Client. Contractor agrees that it shall not disclose, transfer, use, copy, or allow access to any such Confidential Information or trade secrets to any third parties, except as authorized by Client. 0.5.2. Definition. Contractor agrees that information disclosed by Client, including, but not limited to, information learned from Client’s intellectual property, that relates to existing and future products or services, designs, business plans, business opportunities, finances, research, development, know-how, personnel, or third party confidential information, and the terms and conditions of this Agreement, will be considered and referred to collectively in this Agreement as “Confidential Information.” Confidential Information, however, does not include information that 1) is now or subsequently becomes generally available to the public through no fault or breach on Contractor’s part; 2) Contractor can demonstrate to have rightfully had in its possession prior to disclosure by Client; 3) is independently developed by Contractor without the use of any Confidential Information; or 4) Contractor rightfully obtain from a third party who has the right to transfer or disclose it. 0.6. OWNERSHIP RIGHTS 0.6.1. Ownership. If Client fully and satisfactorily performs all of all its obligations under this Agreement, including but not limited to those arising under Paragraphs 4, all right, title, and interest, including copyright interests and any other intellectual property in and to the Work or any deliverables created by the Work, including but not limited to any programs, systems, data, or materials produced or provided by Contractor alone or in combination with Client and/or its employees under this Agreement shall be the property of Client. Contractor agrees to assign, and upon their creation, automatically assign, to Client the ownership of such Work, including copyright interests and any other intellectual property therein. 7.2 Works Made For Hire. For all purposes, including but not limited to copyright, patent, and all other intellectual property rights, all of the results and proceeds of Contractor’s services for the Client during Contractor’s assignment with the Client, including, but not limited to, all written, graphic, dramatic, literary, or pictorial works or materials (collectively "Intellectual Property") shall be works made for hire, as that term is defined in the Copyright Act of 1976. The Client shall be deemed the sole owner of all such Intellectual Property, with the right to use the same in any manner the Client determines in its sole discretion without any further payment to Contractor if Client fully and satisfactorily performs all of all its obligations under this Agreement, including but not limited to those arising under Paragraphs 4. If, for any reason, any of such Intellectual Property shall not legally constitute works made for hire, then Contractor hereby assigns all of Contractor’s rights, titles, and interests thereto, including but not limited to the right to use such Intellectual Property throughout the world and in all languages, in any manner whatsoever, including, without limitation, in any format or medium now known or hereafter known, alone or together with other Intellectual Property, as the Client determines in its sole discretion without any further payment to Contractor whatsoever. 7.3 Cooperation. Without charge to the Client, and at the Client's expense, Contractor will, both during its assignment with the Client and at any time thereafter, sign all papers including, assignments of rights, give evidence and testimony, and perform all acts that, in the sole view of the Client, are necessary, proper and expedient to establish and protect the Client's rights in its Intellectual Property. 7.4 Appointment of Agent. Contractor irrevocably appoints the Chief Executive of the Client or the Chief Executive's designee to act as agent and attorney in fact to perform all acts necessary to obtain patents or copyrights to the Client's Intellectual Property if (i) Contractor refuses to perform those acts so requested or (ii) is unavailable, within the meaning of the United States Patent and Copyright laws or (iii) if Contractor is unable to do so. 0.7. UNFAIR COMPETITION Contractor acknowledges and agrees that the sale or unauthorized use or disclosure of any of Client’s Confidential Information obtained by Contractor during the course of its engagement, including information concerning Client’s customer lists, marketing plans, and prospective customer lists, constitutes unfair competition. Contractor promises and agrees not to engage in any unfair competition with Client either during the term of its engagement or at any time thereafter. 0.8. NON SOLICITATION OF EMPLOYEES 0.8.1. Non Solicitation. Each party agrees that it shall not solicit or hire any of the other party’s current or former personnel during the term of this Agreement or for twelve (12) months after the conclusion of Contractor’s services under this Agreement, without the written consent of the other party. 0.9. WARRANTIES 0.9.1. Contractor represents and warrants that: 1. There are no outstanding agreements or obligations that are in conflict with the terms of this Agreement, or that would preclude Contractor from complying with the provisions of this Agreement; 0.10. INDEMNIFICATION 0.10.1. Further Indemnification. Contractor further agrees to indemnify, hold harmless and, upon Client’s request, defend Client and its directors, officers, employees and agents from and against all loss, liability, damages, claims and expenses, including reasonable attorneys’ fees, arising out of claims or suits for damage or injury to persons or property in connection with, in whole or in part, 1) any negligent act, omission, or willful misconduct of Contractor in the performance of this Agreement; and 2) Contractor’s failure to comply with federal, state or local law. 0.11. MISCELLANEOUS 0.11.1. Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto and supersedes all prior representations, proposals, discussions, and communications, whether oral or in writing. This Agreement may be modified only in writing and shall be enforceable in accordance with its terms when signed by the party sought to be bound. 0.11.2. Severability. In the event that one or more of the provisions made in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein, provided however that, if any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to time, duration, activity or subject, such provision shall be construed, by limiting or reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. 0.11.3. Governing Law. This is a California contract and shall be construed under and be governed in all respects by the laws of the State of California, without regard to the principles of conflict of law of any jurisdiction. Subject in the first instance to the Alternative Dispute Resolution Provision set forth below, the parties hereto irrevocably submit to the exclusive jurisdiction of any United States federal or California state court, in any action or proceeding arising out of or relating to this Agreement and the parties hereto irrevocably agree that all claims in respect of such action or proceeding shall be heard and determined in any such court. 0.11.4. Independent Contractors. The parties are and shall be independent contractors to one another, and nothing herein shall be deemed to cause this Agreement to create an agency, partnership, or joint venture between the parties. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Client and either Contractor or any employee or agent of Contractor. 0.11.5. Force Majeure. Contractor shall not be liable to Client for any failure or delay caused by events beyond Contractor’s control including, without limitation, Client’s failure to furnish necessary information, sabotage, failure or delays in transportation or communication, failures or substitutions of equipment, labor disputes, accidents, shortages of labor, fuel, raw materials or equipment, or technical failures. 0.11.6. Presumption. This Agreement shall be interpreted in accordance with the plain meaning of its terms and not strictly for or against either of the parties. 0.11.7. Notices. All notices required or permitted under this Agreement shall be in writing addressed to the respective parties as set forth herein, unless another address shall have been designated, and shall be delivered by hand or by registered or certified mail, postage prepaid. 0.11.8. Mediation. The parties agree that they shall endeavor to settle any dispute that arises under this Agreement by mediation. The parties agree to conduct the mediation in San Jose, CA with the third party referred by the American Arbitration Association under its rules for Mediation. The cost of mediation shall be borne equally by the parties. 0.11.9. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or breach of this Agreement, that has failed to settle by mediation, above, shall be settled by arbitration in San Jose, CA, administered by the American Arbitration Association in accordance with its then current Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator may award monetary damages, punitive damages, injunctive relief, rescission, restitution, costs and attorney’s fees. The arbitration award shall be final and binding regardless of whether one of the parties fails or refuses to participate in the arbitration. The arbitrator shall not have the power to amend this Agreement in any respect. Notwithstanding the foregoing, the parties agree that this Section does not apply to the breach of provisions pertaining to confidentiality and proprietary rights, and that either party may petition a court of law for injunctive relief and such other rights and remedies as it may have at law or equity against such breaches. 0.11.10. Attorneys’ Fees. In the event of any dispute with respect to this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and other costs and expenses incurred in resolving such dispute.