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                            Synergize Terms of Service

                            MICRODEA, a Pegasus Transtech Company

                            TERMS OF SERVICE

                            Part I – GENERAL TERMS & CONDITIONS

                            As stated herein, references to Licensed Software, SaaS, Help Desk Support and Software Maintenance Services & Hosting Services, Professional Services and Deliverables will be inapplicable unless referenced in the Order Form.

                            1. DEFINITIONS. The following terms will have the meanings set forth in this Section 1 when used in these Terms of Service.

                            1.1. “Acceptance” is defined in Section 3.1 (Acceptance) below.

                            1.2. “Agreement” means an Order Form incorporating these Terms of Service.

                            1.3. “Activation Date” means the date determined by the Microdea and communicated to the subscriber on which all Professional Services have been performed and subscriber is given access to the services by Microdea

                            1.4. “Client” means the party referenced on an Order Form that is obtaining a product or service from Microdea.

                            1.5. “Client Data” means all information processed or stored on computers or other electronic media by Client or on Client’s behalf, or provided to Microdea for such processing or storage, as well as any information derived from such information. Client Data includes, without limitation: (a) information on paper or other non-electronic media provided to Microdea for computer processing or storage, or information formerly on electronic media; (b) information provided to Microdea by Client’s clients or other users or by other third parties; and (c) personally identifiable information from such Clients, users, or other third parties, including from Client’s employees

                            1.6. “Confidential Information” is defined in Section 5 (Confidentiality) below. 1.7. “Data Breach” means unauthorized disclosure or exposure of Client Data.

                            1.8. “Deliverable” means software, report, or other deliverable created pursuant to the provision of Professional Services.

                            1.9. “Help Desk Support and Software Maintenance Services & Hosting Service” means the support that Microdea provides for Licensed Software

                            1.10. “Licensed Software” means software Microdea provides for Client’s reproduction and other use. For the avoidance of doubt, Licensed Software does not include SaaS, though Licensed Software can interface with SaaS.

                            1.11. “Order Form” means the document to which these Terms of Service are appended or referenced in which the Client orders products or services from Microdea.

                            1.12. “Professional Services” means professional services Microdea provides. For the avoidance of doubt, Professional Services does not include SaaS.

                            1.13. “SaaS” means a software-as-a-service that Microdea hosts (directly or indirectly) for Client’s use. 1.14. “Specifications” refers to such technical and functional specifications for Licensed Software, SaaS, and/or Deliverables as are included or referenced in an Order Form.

                            2. ORDER FORMS & PAYMENTS.

                            These Terms of Service are incorporated into and forms a part of the Agreement. No change in the scope of work, fee arrangements, or other provisions of an Order Form will be effective unless and until each party accepts such change through a written change order. In the event of a conflict with an Order Form, the provisions of Parts I, II, III and/or IV of these Terms of Service will govern. In the event of a conflict with an attachment to an Order Form, the main body of such Order Form will govern. No Order Form will be construed to amend these Terms of Service unless specifically provided for.

                            2.1. Products & Services. Microdea will provide to Client such Licensed Software, SaaS, Deliverables, Professional Services, Help Desk Support and Software Maintenance Services & Hosting Services and other products and services as are set forth in each Order Form.

                            2.2. Compensation. Client will pay Microdea such fees as are set forth in each Order Form. Unless the Order Form specifically provides otherwise, invoices will be due and payable 30 days from receipt by Client. To the extent applicable, if Client’s payment is past due, access to Help Desk Support and Upgrade Assurance Services & Hosting Services will be suspended until payment is received in full.

                            2.3. Responsibility for Taxes. Client is responsible for paying all federal, provincial, state, and local income or business taxes, including estimated taxes and any other taxes, charges, fees, additions to tax, interest, and penalties that may be assessed, imposed, or incurred as a result of the fees paid pursuant to the Agreement.

                            2.4. Refunds. All fees paid pursuant to an Order Form are non-refundable except where termination occurs as a result of Microdea’s uncured material breach. Purchases made through authorized resellers shall be governed by Client’s terms of purchase with such merchant. Microdea offers no refunds for purchases made through a third-party merchant.

                            2.5 Subscription Service. The Service shall commence upon the signing the Software Order Form, and shall continue for a term indicated on the order form, after which this schedule shall automatically be renewed for subsequent periods of one (1) year unless otherwise agreed upon. This agreement may be terminated by either party on ninety (90) days prior written notice. Absent written notification, and for a period of ninety (90) days following the written notification, all the terms of this schedule will continue to be binding on both parties.

                            2.6 Renewals. After the initial contract term, Microdea reserves the right to increase the fees by providing no less than 30 days’ notice to client.

                            2.7 Early Terminations. Should a client wish to terminate their contract prior to the contract end date, the client, will be required to pay 25% of the outstanding balance of the entire term of the contract.

                            3. ACCEPTANCE & REJECTION.

                            3.1. Acceptance. “Acceptance” occurs upon (a) written notice of acceptance of Licensed Software, SaaS, or Deliverables from Client or (b) 10 days after Microdea has completed and notified Client in writing of (as applicable) full installation, implementation, and customization, including completion of related Professional Services, if Client has not first given written notice of rejection. No Licensed Software, SaaS, or Deliverable will be deemed accepted until Acceptance. An Order Form may revise the definition of Acceptance with respect to the Licensed Software, SaaS, or Deliverables provided pursuant to such Order Form.

                            3.2. Rejection. Except as set forth in the applicable Order Form: (a) Client will not reject Licensed Software, SaaS, or Deliverables for any reason other than failure to comply with applicable Specifications; and (b) if Client rejects Licensed Software, SaaS, or a Deliverable, Microdea will promptly repair it so that it meets its Specifications and redeliver it to Client.

                            4. INDEPENDENT CONTRACTOR.

                            4.1. Independent Contractor Status; No Benefits. Client and Microdea acknowledge and agree that Microdea will serve as an independent contractor and that no Microdea employee or contractor will be an employee of Client. Microdea will be responsible for all employment rights and benefits of Microdea employees.

                            4.2. No Agency. Microdea will not have any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of Client, or to bind Client in any manner, and will not make any contrary representation.

                            5. CONFIDENTIALITY.

                            5.1. Confidential Information. “Confidential Information” refers to the following items one party to the Agreement (“Discloser”) discloses to the other (“Recipient”): (a) any document Discloser marks “confidential”; (b) any information Discloser orally designates as “confidential” at the time of disclosure (c) and any information that a person exercising reasonable commercial judgement would believe is confidential whether or not marked “confidential.” Client’s Confidential Information also includes (d) any other nonpublic, sensitive information Microdea should reasonably consider a trade secret or otherwise confidential. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Recipient’s possession at the time of disclosure; (ii) is independently developed by Recipient without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Recipient’s improper action or inaction; or (iv) is approved for release in writing by Discloser. Recipient is on notice that the Confidential Information may include Discloser’s valuable trade secrets. Notwithstanding the foregoing, no Deliverable will be considered Confidential Information unless the applicable Statement of Work in an Order Form so provides.

                            5.2. Nondisclosure. Recipient will not use Confidential Information for any purpose other than to facilitate the provision of products and services to Client pursuant to the Agreement. Recipient: (a) will not disclose Confidential Information to any employee or contractor of Recipient unless such person needs access for such purpose and, in the case of Microdea’s employees and contractors, is subject to a nondisclosure agreement with Recipient/Microdea with terms no less restrictive than those of this Agreement; and (b) will not disclose Confidential Information to any other third party without Discloser’s prior written consent. Without limiting the generality of the foregoing, Recipient will protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Recipient will promptly notify Discloser of any misuse or misappropriation of Confidential Information that comes to Recipient’s attention. Notwithstanding the foregoing, Recipient may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Recipient will give Discloser prompt notice of any such legal or governmental demand and reasonably cooperate with Discloser in any effort to seek a protective order or otherwise to contest such required disclosure, at Discloser’s expense.

                            5.3. Termination & Return. The obligations of Section 5.2 above (Nondisclosure) will terminate 2 years after disclosure of the Confidential Information in question; provided that such obligations related to Confidential Information constituting Discloser’s trade secrets will continue so long as such information remains subject to trade secret protection pursuant to applicable law. Upon termination of the Agreement, Recipient will return all copies of Confidential Information to Discloser or certify, in writing, the destruction thereof.

                            5.4. Retention of Rights. The Agreement does not transfer ownership of Confidential Information or grant a license thereto, unless the Agreement specifically provides to the contrary. Discloser will retain all right, title, and interest in and to all Confidential Information. 5.5. Privacy Policy. Microdea’s current privacy policy is available at the (the “Privacy Policy”), which is incorporated by this reference.

                            6. DATA MANAGEMENT & SECURITY.

                            The provisions of this Section 6 apply only if Microdea receives access to Client Data. Microdea recognizes and agrees that Client Data may contain personally identifiable information or other private information, even if the presence of such information is not labeled or disclosed. An Order Form may waive the obligations of this Section 6 with respect to the subject matter of such Order Form.

                            6.1. Data Management.

                            (a) Access, Use, & Legal Compulsion. Unless it receives Client’s prior written consent, Microdea: (i) will not access, process, or otherwise use Client Data other than as necessary to perform as required under the Agreement; (ii) will not give any of its employees access to Client Data except to the extent that such individual needs access to facilitate the provision of products and services to Client pursuant to this Terms of Service and is subject to a reasonable written agreement with Microdea protecting such data, with terms reasonably consistent with those of this Section 6.1 (Data Management) and of Section 6.2 (Data Security) below; and (iii) will not give any third party access to Client Data, including without limitation Microdea’s other customers, except subcontractors subject to Subsection 6.1(d) below. Notwithstanding the foregoing, Microdea may disclose Client Data as required by applicable law or by proper legal or governmental authority. Microdea if legally permitted will give Client prompt notice of any such legal or governmental demand and reasonably cooperate with Client in any effort to seek a protective order or otherwise to contest such required disclosure, at Client’s expense.

                            (b) Client’s Rights. Client possesses and retains all right, title, and interest in and to Client Data, and Microdea’s use and possession thereof is solely on Client’s behalf. Client may access and copy any Client Data in Microdea’s possession at any time, and Microdea will reasonably facilitate such access and copying promptly after Client’s request.

                            (c) Handling, Retention, & Deletion. In its handling of Client Data, Microdea will comply with its Privacy Policy and applicable law.

                            (d) Subcontractors. Microdea will not permit any subcontractor to access Client Data unless such subcontractor is subject to a written contract with Microdea protecting the data, with terms reasonably consistent with those of this Section 6.1 (Data Management) and of Section 6.2 (Data Security).

                            6.2. Data Security. In addition to the requirements below of this Section 6.2, Microdea will exercise commercially reasonable efforts to prevent unauthorized exposure or disclosure of Client Data.

                            (a) DataSec Program. Microdea will maintain, implement, and comply with a data security program (the “DataSec Program”) that requires commercially reasonable policies and procedures to ensure compliance with this Section 6.2 and with Section 6.1 above (Data Management). The DataSec Program’s policies and procedures will contain administrative, technical, and physical safeguards, including without limitation: (i) guidelines on the proper disposal of Client Data after it is no longer needed to carry out the purposes of the Terms of Service; (ii) access controls on electronic systems used to maintain, access, or transmit Client Data; (iii) access restrictions at physical locations containing Client Data; (iv) encryption of sensitive electronic Client Data consisting of passwords and keys and separation by tenancy ; (v) dual control procedures; (vi) testing and monitoring of electronic systems; and (vii) procedures to detect actual and attempted attacks on or intrusions into the systems containing or accessing Client Data. Microdea will review the DataSec Program and all other Client Data security precautions regularly, but no less than annually, and update and maintain them to comply with applicable laws, regulations, technology changes, and best practices.

                            (b) Audit Reports. Microdea will make available upon written request any SOC 2 reports it gets from it hosting facility.

                            (c) Data Breaches. Microdea will implement and maintain a program for managing actual or suspected Data Breaches. In the event of a Data Breach, or in the event that Microdea suspects a Data Breach, Microdea will (i) promptly notify Client and (ii) reasonably cooperate with Client and law enforcement agencies, where applicable, to investigate and resolve the Data Breach.

                            7. MICRODEA’S WARRANTIES.

                            7.1. Right to Contract & Disclose. Microdea represents and warrants that it has and will have full power and authority to enter into and fully to perform its obligations hereunder and that no agreement or understanding with any other person or other entity exists or will exist that would interfere with Microdea’s obligations under the Agreement.

                            7.2. No Viruses. Microdea represents and warrants that the Deliverables, Licensed Software, SaaS, and any other software used or provided by Microdea, as well as any media used to distribute or support them, will contain no viruses or other computer instructions or technological means intended to disrupt, damage, or interfere with the use of computers or related systems.


                            8. INDEMNITY.

                            8.1 Microdea Indemnity. Microdea will indemnify, defend, and hold Client (including its officers, directors, parents, subsidiaries, agents, insurers, successors, assigns, and stockholders) harmless against any claim, suit, or proceeding arising out of, related to, or alleging any of the following (the “Indemnified Claims”): (A) infringement of any patent, copyright, trade secret, or other intellectual property right by any Deliverable, Licensed Software, or SaaS or by the Professional Services; or (B) the injury to or death of any individual, or any loss or damage to real or tangible personal property, caused by Microdea or any of its agents, employees, or contractors during or related to performance pursuant to this Terms of Service. Microdea’s obligations set forth in the preceding sentence include, without limitation, retention and payment of attorneys and settlement at Microdea’s expense, payment of judgments, or both. Notwithstanding the foregoing, to the extent that a claim, suit, or proceeding arises out of Client’s breach of these Terms of Service, it does not constitute an Indemnified Claim. Client will have the right to approve the terms of any settlement or compromise of an Indemnified Claim that restricts its rights granted under this Terms of Service or subjects it to any ongoing obligations.

                            8.2 Client Indemnity. Client will defend, indemnify and hold harmless Microdea from and against any loss, cost, liability or damage, including attorneys’ fees, for which Microdea becomes liable arising from or relating to any claim relating to Client Data, including but not limited to any claim brought by a third party alleging that Client Data, or Clients use of the Service in breach of these Terms of Service, infringes or misappropriates the intellectual property rights of a third party or violates applicable law. This indemnification obligation is subject to Client receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for Client to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonable necessary cooperation of Microdea at Client’s expense.

                            9. LIMITATION OF LIABILITY.

                            IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY OF THE FOLLOWING, ARISING OUT OF OR RELATED TO THIS AGREEMENT: (A) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES; OR (B) ANY AMOUNT IN EXCESS OF THE AGGREGATE FEES PAYABLE (BOTH PAID AND DUE) TO MICRODEA PURSUANT TO THIS AGREEMENT AS OF THE DATE OF THE INCIDENT GIVING RISE TO THE LIABILITY. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 9 APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF THE PARTY TO BE CHARGED WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE FORESEEABLE. LIABILITIES LIMITED BY THIS SECTION 9 INCLUDE, WITHOUT LIMITATION, LIABILITY FOR NEGLIGENCE. Notwithstanding the foregoing, the Provisions of this Section 9 do not apply to: (1) obligations or liabilities set forth in Section 5 (Confidential Information); (2) any obligation of either party to pay or reimburse fees or to reimburse expenses, to the extent that this Terms of Service specifically calls for such payment or reimbursement; or (3) claims for attorney’s fees and other litigation costs either party becomes entitled to recover as a prevailing party in any action.

                            10. TERM & TERMINATION.

                            The term of the Agreement will continue until terminated as set forth in this Section

                            10.1. Termination of an Order Form. The expiration or non-renewal of an Order Form.

                            10.2. Breach. Either party may, by providing written notice, terminate an Order Form due to the other party’s material breach. Such notice will specify in detail the nature of the breach and will be effective in 30 days, or more if specified in the notice, unless the other party first cures the breach.

                            10.3. Insolvency. Either party may terminate an Order Form for cause by written notice, without opportunity to cure, in the event that: (a) the other party fails to function as a going concern; (b) a receiver, trustee, or other custodian for the other party or its assets is appointed, applied for, or consented to; (c) the other party becomes insolvent or unable to pay its debts as they mature in the ordinary course; (d) the other party makes an assignment for the benefit of creditors; (e) the other party is liquidated or dissolved; or (f) any proceedings are commenced by or against the other party under any bankruptcy, insolvency, or debtor’s relief law and not dismissed within 60 days.

                            10.4. Survival. The following provisions of this Terms of Service will survive any expiration or termination of the Agreement: Sections and Sections 5, 6.1, 6.2 (to the extent, if any, that Microdea retains Client Data), 8, 9 and 18 as well as any provision that must survive to fulfill its essential purpose. Furthermore, a grant of property or intellectual property rights to Client that by its terms continues for longer than the duration of these Terms of Service will survive expiration or termination of this Terms of Service, except termination for Client’s breach of its obligations to pay for such property or rights.

                            11. MISCELLANEOUS.

                            11.1. Non-Exclusive Agreement. Client acknowledges that Microdea may engage in other business activities during the term of these Terms of Service and may be employed or retained by others. Microdea acknowledges that Client enters into similar agreements with parties other than Microdea for products and services the same as or similar to those Microdea provides.

                            11.2. Publicity. Microdea may, in its own marketing materials, including but not limited to the Microdea website, use names and logos of Client, unless Client specifically prohibits Midrodea from doing so.

                            11.3. Injunction. Each party agrees that breach of Section 5 above (Confidentiality), would cause the non- breaching party irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, the injured party will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.

                            11.4. Return of Property. Upon termination of an Order Form, each party will return to the other party all property placed in possession or control pursuant to such Order Form. Client shall cease all access of the Licensed Software or SaaS.

                            11.5. Waiver. Neither party will be deemed to have waived any of its rights under these Terms of Service by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of these Terms of Service will constitute a waiver of any other breach of these Terms of Service.

                            11.6. Notices. Notices pursuant to these Terms of Service will be sent to the addresses referenced in the Order Form. Either party may revise its address for notices by notice given pursuant to this Section 11.6.

                            11.7. Interpretation. These Terms of Service will be construed as a whole according to the fair meaning of its language and, regardless of who is responsible for its original drafting, will not be construed for or against either party.

                            11.8. Severability. If a court of competent jurisdiction rules that a provision of these Terms of Service is unenforceable, such provision will be deemed modified to the extent necessary to make it enforceable, and the remaining provisions of these Terms of Service will continue in full force and affect.

                            11.9. Governing Law. This Terms of Service and all claims arising out of or related to these Terms of Service will be governed solely by the internal laws of the Province of Ontario without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties consent to the personal and exclusive jurisdiction of courts located in City of Toronto, Ontario.

                            11.10. Assignment. Client may not assign the Agreement to any third party without Microdea’s prior written consent. Microdea may assign the Agreement, in whole or in part, without Client’s consent to: (i) any affiliate of Microdea; or (ii) any third party that purchases all or substantially all of Microdea’s assets. Any assignment in violation of this Section will be void. The terms of the Agreement will be binding upon and inure to the benefit of the parties’ successors and permitted assignees.

                            11.11. License Certifications and Audits. At our request, you agree to provide a signed certification that you are using all Licensed Software and SaaS pursuant to the terms of this Agreement. You agree to allow us, or our authorized agent, to audit your use of the Licensed Software or SaaS. We will provide you with at least 10 days advance notice prior to the audit, and the audit will be conducted during normal business hours. We will bear all out-of-pocket costs that we incur for the audit, unless the audit reveals that you have breached the Agreement. You will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at your own cost. If you have breached the Agreement, we may invoice you for any past or ongoing excessive use, and you will pay the invoice promptly after receipt. This remedy is without prejudice to any other remedies available to Microdea at law or equity or under this Agreement. To the extent we are obligated to do so, we may share audit results with certain of our third party licensors or assign the audit rights specified in this Section to such licensors.

                            11.12. Entire Agreement; Modification. The Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.

                            Part II – LICENSED SOFTWARE/SAAS TERMS & CONDITIONS


                            12.1 For Licensed Software the following provisions shall apply:

                            (a) License Grant. Microdea grants to Client a perpetual, revocable, non-exclusive, non-assignable, non-transferable license, without the right to sublicense, to use the Licensed Software (including any Microdea enhancements thereto), in object-code form only, within a local area network solely for Client’s internal business, research, or educational purposes and only as authorized in the Agreement. Client is authorized by Microdea to install the Licensed Software server components on as many servers that the Client has purchased licenses for, and may install the Licensed Software components on an unlimited number of machines as long as the specific number of concurrent or named authorized users for which Client has paid the applicable license fee is not exceeded.

                            (b) Documentation. Client is permitted to make the documentation available via a local area network to authorized users. Except as otherwise expressly provided herein, Client may not reproduce or distribute the documentation in any manner, whether physically or electronically. Client shall not, nor permit any third party to, including, without limitation, any authorized user, to make the documentation publically available or to publish such on any publicly accessible web site.

                            (c) Third-Party Software. Where third-party software is included in the Licensed Software it is subject to various other terms and conditions imposed by the licensors of such third-party software. Third-party software is subject to, and governed by, the respective third-party software licenses and Microdea provides no warranties or indemnities with respect to same. Client agrees to comply with the terms and conditions contained in all such third-party software licenses. Applicable open source licenses are referenced in the text file of the Licensed Software.

                            (d) Restrictions. Client shall not, nor permit any person (including any authorized user) to: (i) reverse engineer, reverse compile, decrypt, disassemble, or otherwise attempt to derive the source code of the Licensed Software (except to the extent that this restriction is expressly prohibited by law); (ii) modify, translate, or create derivative works of the Licensed Software; (iii) sublicense, resell, rent, lease, distribute, market, commercialize, or otherwise transfer rights or usage to the Licensed Software (except as expressly permitted under this Agreement); (iv) remove, modify, or obscure any copyright notices or other proprietary notices or legends appearing on or in the Licensed Software, or any portion thereof; (v) transfer, use, or export the Licensed Software in violation of any applicable laws, rules, or regulations of any government or governmental agency; (vi) use the Licensed Software or any system services accessed through the Licensed Software to disrupt, disable, or otherwise harm the operations, software, hardware, equipment, and/or systems of a business, institution, or other entity, including, without limitation, exposing the business, institution, or other entity to any computer virus, trojan horse, or other harmful, disruptive, or unauthorized component; (vii) embed the Licensed Software in any third-party applications, unless otherwise authorized in writing in advance by an officer of Microdea; (viii) use or access the Licensed Software or documentation to build or support, and/or assist a third party in building or supporting, products or services competitive to Microdea. Client shall use the Licensed Software only for its own internal business operations, and not for the operation of a service bureau or timesharing service, or otherwise for the benefit of a third party; or (ix) Synergize requires a distinct Synergize Server instance to be installed for each distinct database that is supporting a TMS implementation.

                            (e)  Ownership. Microdea shall retain all right, title, and interest, including all intellectual property rights, in and to the Licensed Software, Microdea enhancements, customization and documentation provided to Client under this Agreement. Client will not remove, alter, or destroy any form of copyright notice, proprietary markings, or confidential legends placed upon or contained within the Licensed Software, Microdea enhancements or documentation, or any component thereof. All suggestions, enhancements requests, feedback, recommendations or other input provided by Client or any other party relating to the Licensed Software shall be owned by Microdea, and Client hereby does and shall make all assignments and take all reasonable acts necessary to accomplish the foregoing ownership. Any rights not expressly granted herein are reserved by Microdea.

                            (f) MobileCommunicationsDevices.

                            (i) Transmission of Messages to/from devices. Subscriber acknowledges and understands that the ability to transmit messages to and from the third-party provider devices are subject to the coverage areas provided by such provider and that such networks may be temporarily interrupted or otherwise limited by factors including, but not limited to, atmospheric, environmental, topographical conditions, or network facility changes, modifications, updates, relocations, or repairs.

                            (ii) Use of Mobile Communication Devices. Subscriber acknowledges that use of the mobile communications devices while the vehicle is in motion is dangerous, accordingly, subscriber shall instruct all of its drivers not to use any Microdea mobility software when the vehicle is in motion unless the vehicle is being driven by a team and a non-driver operates the mobile communications device, provided the non-driver ensures that such operations do not distract the driver.

                            12.2 For SaaS the following provisions shall apply:

                            (a) Access Right. Subject to the terms and conditions of the Agreement, Microdea grants Client a non-exclusive right to access and use the SaaS Interface (“SaaS Interface”) during the applicable license term specified in Clients Order Form. The SaaS Interface permits Client to review Client Data that is collected and hosted on the Microdea platform. Client acknowledges that Microdea’s SaaS Interface is an on-line, subscription-based product and that Microdea may make changes to the features and functionality of the SaaS Interface from time to time. Client’s subscription term will end upon any termination of the Order Form or pursuant to termination of these Agreement. Access to the SaaS Interface is subject to completion of the Account registration.

                            (b) SaaS Interface. Microdea provides the SaaS Interface “as is”. The SaaS Interface, and any updates, is deemed accepted by Client. No warranties are made in respect of the SaaS Interface. Any maintenance or updates provided by Microdea will be subject to the provisions of this Agreement.

                            (c) Microdea Content. Client agrees that all content and materials (collectively, “Microdea Content”) delivered by Microdea via the service, or otherwise made available by Microdea at the website, are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws.

                            (d) Restrictions. Except as expressly authorized by Microdea in writing, Client agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such Microdea Content. However, Client may print or download a reasonable number of copies of the Microdea Content (as applicable) for Client’s own informational purposes; provided, that Client retain all copyright and other proprietary notices contained therein. Reproducing, copying or distributing any Microdea Content or design elements on the website for any other purpose is strictly prohibited without the express prior written permission of Microdea. Client understands that Microdea uses third party licensors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service. Client must not modify, adapt or hack the service or modify another website so as to falsely imply that it is associated with the service, Microdea, or any other Microdea service. Client agrees not to reproduce, duplicate, copy, sell, resell or exploit any portion of the service, use of the service, or access to the service without the express written permission by Microdea. Client may not access the service for the purpose of bringing an intellectual property infringement claim against Microdea or for the purpose of creating a product or service competitive with the Microdea service.

                            (e) Client Responsibility. Client understands and agree that Microdea cannot be responsible for conduct or activity on the service or for Client Data transmitted, posted, or stored using the service. Client agrees to use the service at their own risk. Client retains all right, title and interest in and to Client Data in the form provided to Microdea. Subject to the Agreement, Client hereby grants to Microdea a non-exclusive, worldwide, royalty-free right to (a) collect, use, copy, store, transmit, modify and create derivative works of the Client Data in each case solely to the extent necessary to provide service to Client and (b) for service(s) that enable Client to share Client Data or interact with other people, to distribute and publicly perform and display Clients Client Data as Client or Clients authorized users direct or enable through the SaaS Interface. Microdea may also access Clients account or instance in order to respond to Clients support requests. Microdea may remove or delete Client Content within a reasonable period of time after the termination of Clients subscription term.

                            (f) Acceptable Use. By using the service, Client agrees not to record, upload, post, transmit, cause the display, playback or performance of, or otherwise make available any content that: is harmful, threatening, abusive, harassing, vulgar, hateful, or racially, ethnically or otherwise offensive or discriminatory; is illegal; is tortious, defamatory, libelous or invasive of another’s privacy or publicity rights; infringes any patent, trademark, trade secret, copyright or other proprietary or intellectual property rights of any party; includes copyrighted materials for which Client does not possess appropriate rights to so display, perform or otherwise make available; Client does not have a right to make available under law or contractual or fiduciary relationships; includes private information of any third-party, including, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; is advertising, solicitations or promotional material; contains software viruses or any other computer code, files or programs designed to destroy, interrupt or otherwise limit the functionality of any computer software, computer hardware or other equipment.

                            (g) Modification/Suspension. Microdea may change, suspend or discontinue the service at any time, including the availability of any feature, database, or content. Microdea may also impose limits on certain features and services or restrict Client’s access to parts or all of the service without notice or liability. Client shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access the service. Client shall be responsible for ensuring that such equipment or ancillary services are compatible with the service.

                            (h) Client ID. As a condition to using certain features of the service, Client is required to register with Microdea and select a password and Client ID. Client shall provide Microdea with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of Client’s account. Microdea reserves the right to refuse registration of, or cancel a Microdea Client account at its discretion. Violation of any of the terms contained herein will result in the termination of Clients Account. Microdea prohibits certain conduct on the service as described herein.

                            (i) Account Terms. In order to register and set up an account the following conditions apply:

                            (i) The service is available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the service is not available to individuals under the age of 18. If Client does not qualify, please do not use the service.

                            (ii) Client must be a human. Accounts registered by “bots” or other automated methods are not permitted.

                            (iii) Client must provide their legal full name, a valid email address, and any other information requested in order to complete the signup process.

                            (iv) Client’s login may only be used by one person – a single login shared by multiple people is not permitted.

                            (v) Client may create separate logins for as many people as Clients plan allows.

                            (vi) Client are responsible for maintaining the security of Clients account and password. Microdea cannot and will not be liable for any loss or damage from Clients failure to comply with this security obligation.

                            (vii) Client are responsible for all Client Data posted and activity that occurs under Clients account (even when Client Data is posted by others who have accounts under Clients account).

                            (viii) One person or legal entity may not maintain more than one free account.

                            (ix) Client may not use the service for any illegal or unauthorized purpose.

                            (x) Client must not, in the use of the service, violate any laws in Clients jurisdiction (including but not limited to copyright laws).

                            13. SAAS SERVICE LEVELS & MAINTENANCE.

                            13.1. SaaS SLA. Except to the extent that an Order Form for SaaS provides to the contrary the following provisions shall apply:page12image37664832

                            (a) SLA. During the term of the Order Form, Microdea will maintain the service so that it is available 99.0% of the time for each calendar month.

                            (b) Service Availability Exclusions. The following are excluded from the monthly service calculation of Service Availability.

                            (i) Any utilized planned maintenance events or planned emergency events as set forth herein.

                            (ii) Any interruptions, delays or failures outside of Microdea’s control (for example – natural disaster, war, acts of terrorism, riots, government action, or a network or device failure external to our data centers, including at your site or between your site and our data center.

                            (iii) Any interruptions, delays or failures that result from the use of services, hardware or software not provided by , or recommended by, Microdea, including, but not limited to, issues resulting from inadequate bandwidth or related to third-party software or services.

                            (iv) Any interruptions, delays or failures caused by your use of a service after a Microdea advised you to modify your use of the service, if you did modify your use after advised

                            (v) Any interruptions, delays or failures during or with respect to preview, pre-release, beta or trial versions of a service, feature or software (As determined by Microdea)

                            (vi) Any interruptions, delays or failures that result from your unauthorized action or lack of action when required, or from your employees, agents, contractors, or vendors, or anyone gaining access to the Microdea network by means of your passwords or equipment, or otherwise resulting from your failure to follow appropriate security practices.

                            (vii) Any interruptions, delays or failures that result from your failure to adhere to any required configurations, use supported platforms, follow any policies for acceptable use, or your use of the service in a manner inconsistent with the features and functionality of the service (for example, attempts to perform operations that are not supported) or inconsistent with Microdea’s user documentation

                            (viii) Any interruptions, delays or failures that result from faulty input, instructions, or arguments (for example, files that do not exist)

                            (ix) Any interruptions, delays or failures that result from your attempts to perform operations that exceed prescribed quotas or that resulted from our throttling of suspected abusive behavior

                            (x) Any interruptions, delays or failures due to your use of service features that are outside of associated support windows.

                            (c) Service Downtime Exclusions. This SLA does not cover Service downtime caused by the following problems:

                            (i) Customers Local area network

                            (ii) Customer-provided Internet connectivity or end-user software

                            (iii) Entities inside Customer’s internal network, including but not limited to, firewall configuration and bandwidth shaping, local area workstations, or other servers, equipment, and software that have a potential bearing on the local networking environment.

                            (iii) Third-party software failure

                            (d) Updated SaaS: Microdea will ensure that Client receives all updates and upgrades Microdea provides to its SaaS clients’ generally including:

                            (i) Maintenance Releases. A maintenance release is defined as a subsequent version of SaaS that includes error corrections and/or minor updates. Microdea maintains a regular maintenance release cadence, adjusting to accommodate scheduled system updates and upgrades as well as United States and Canadian national holidays.

                            (ii) Maintenance Windows. Microdea shall establish maintenance windows during which time operations may take down SaaS to conduct routine maintenance checks. If SaaS will be down for more than 1 hour within this window, advanced written notice (email or within product itself is permissible “Maintenance Notice”) will be provided to the client prior to any scheduled maintenance. Microdea may change a maintenance window and will deliver Maintenance Notice to Client not later than 24 hours in advance of either the original or revised maintenance window. Should any maintenance window critically impact a Client’s business function, a written request made to the Microdea support representative will be taken into account and maintenance will be rescheduled if possible

                            (iv) Error Correction. Microdea will use commercially reasonable effort to correct errors or failures of SaaS (“Errors”) within the Target Response Times set forth below and resolve or correct the Errors within the Error Target Resolution Times set forth below. Priority levels are directly determined by Microdea, accounting for Client needs and reasonable requests where practicable.

                            (v) Critical Definition: An event and/or problem that has a significant business impact, or an immediate severe impact to a core business process or an operation that is mission critical to the Client. The event and/or problem may render SaaS non-functional. – Target Response Time: One business hour – Target Resolution Time: As soon as technically possible, often within four hours – Remediation Steps: Microdea will promptly assign any and all required specialists to the task of resolving the issue and provide escalated procedures to correct the Error on an expedited basis. Microea through its’ support representative, will provide ongoing communication to the Client on the status of the error on an hourly basis.

                            (vi) High Definition: An event and/or problem that has a major business impact to the Client or to a critical operation. The event and/or problem may severely limit the operations of SaaS – Target Response Time: Four business hours – Target Resolution Time: As soon as technically possible, often within forty-eight hours. – Remediation Steps: Critical remediation steps are followed for all High priority errors.

                            (vii) Medium Definition: An event and/or problem that disrupts the operations of SaaS. A workaround is available and use of SaaS can continue – Target Response Time: Twenty-four business hours – Target Resolution Time: Resolved with next scheduled maintenance release or, in the event the issue is raised more than half way between maintenance releases, the following scheduled maintenance release, often within two weeks. – Remediation Steps: Microdea will provide the Client with a workaround when available, and assign a specialist to resolve the issue. Microdea will provide updates to the Client every few days, or as reasonably requested.

                            (viii)Low Definition: An event and/or problem that has limited business impact, is not critical in nature, or does not have any significant impact to the Client. – Target Response Time: Forty-eight business hours – Target Resolution Time: As resources allow; often within one month. – Remediation Steps: Microdea will provide the Client with a workaround as necessary, and assign a specialist to resolve the issue. Microdea will provide updates the Client as requested.

                            (viii) Email Support. Throughout the term of a Client’s agreement, Microdea will provide email support to the Client. Such support includes consultation services, including application problem solving, bug reporting, documentation clarification and technical guidance for SaaS. Microdea will assist the client in identifying, verifying and attempting to resolve problems in SaaS. Email consultations will be available during the hours of 9am to 8:30pm EST Monday through Friday. Such services are subject to interruption due to national holidays of the office supporting the client’s operations.

                            14. FUNCTIONALITY & RELATED WARRANTIES.

                            Except to the extent that an Order Form provides to the contrary:

                            14.1. Licensed Software Warranties. Microdea represents and warrants that the Licensed Software will materially conform to its Specifications for 30 days following Acceptance. In the event of breach of the warranty in this Subsection 14.1, Microdea will promptly repair the Licensed Software or replace it with software of substantially similar functionality, or if the foregoing fails after reasonable efforts and Client so requests, refund all fees paid pursuant to this Agreement for such Licensed Software. This shall be Client’s sole remedy

                            14.2. SaaS Warranties. Microdea warrants that the SaaS will materially conform to its Specifications throughout the subscription term. Microdea represents and warrants that it will provide Section 13 support in a professional and workmanlike manner.


                            15.1. Licensed Software Support. Subject to the payment of all applicable fees and compliance with all service schedules applicable to the Licensed Software, Microdea agrees to provide the following Help Desk Support and Software Maintenance Services to the Client for the term specified in the Order form.

                            (a) Help Desk Support: Microdea will supply telephone, email and support portal assistance to the representative designated by the Client between Regular Business Hours as defined below (unless the 24/7 Package is selected), from Microdea’s offices. This telephone or email assistance will consist of Microdea using commercially reasonable efforts to provide:

                            (i) explanation of functions and features of the Licensed Software;

                            (ii) clarification of documentation pertaining to the Licensed Software;

                            (iii) guidance in the operation of the Licensed Software; and

                            (iv) error analysis and correction in accordance with Section 15.5, if correction can be made by telephone. The telephone and email service described in Section 15.1 (a) is not to be used for training or educational purposes. If Microdea determines that the telephone and email assistance is being used for training and educational purposes, Microdea reserves the right to charge for the professional services in accordance with its standard hourly rates. Microdea will provide notice to Client before billing for any Help Desk Support deemed as education or training.

                            (b) Software Maintenance Services: “Update” means a revision to the Licensed Software or patch that improves the functionality of the Licensed Software, and may contain new features or enhancements, which is not an Upgrade. “Upgrade” means a subsequent version of the Licensed Software that Microdea designates as a new release and makes generally commercially available. Software Maintenance Services to be provided hereunder shall consist of delivery of Update and Upgrade releases or versions of the Licensed Software, which contain program modifications and enhancements, which correct bugs and/or add functionality to existing programs and/or provide for greater ease of use or increase reporting capability, if and when applicable.

                            (c) Regular Business Hours: Monday to Friday, between 9:00am and 8:30pm Eastern Standard Time.

                            (d) Standard Package: Under the Standard Package, Help Desk Support and Software Maintenance Services shall be performed during Regular Business Hours as defined in Section 15.1(c), above. Help Desk Support and Software Maintenance Services performed outside of Regular Business Hours and/or on statutory and civic holidays observed in the Province of Ontario, Canada, may be subject to additional charges at MICRODEA’s current standard premium hourly rate.

                            (e) 24/7 Package: Under the 24/7 Package, Help Desk Support and Software Maintenance Services shall be performed 24 hours per day, 365 days per year.

                            15.2 Term: Help Desk Support will be provided for the term specified in the Order Form.

                            15.3 Fees

                            (a) Annual Fee: The annual fee for Help Desk Support and Software Maintenance Services is defined in the Order Form.

                            (b) Additional Fees: In all instances where personal attendance is required at the Client’s premises to perform any of the support services, the Client shall be fully responsible for all travel costs, communication costs, living expenses and other out-of-pocket expenses incurred by Microdea’s personnel, and all of these amounts shall be payable to Microdea forthwith when invoiced.

                            15.4 Hours of Operation: All Help Desk Support and Software Maintenance Services will be performed at Microdea’s premises. If Client purchased the Standard Package, then hours of operation will be governed by Section 15.1(d), above. If Client purchased the 24/7 Package, then hours of operation will be governed by Section 15.1(e), above.

                            15.5 Incident Handling: During the term specified in the Order, Client and Microdea agree to work together to classify each incident according to the table below. To the extent that Client and Microdea disagree on the classification of any given incident, Microdea, acting reasonably and relying on its experience in dealing with similar incidents, reserves the right to assign an appropriate classification and assign resources to it accordingly.

                            Severity Level Problem Description
                            Urgent A total live production Licensed Software system outage is completely preventing Client from running their critical business processes, and there is no immediately available/identifiable workaround. For example; the Licensed Software is completely down and unusable; new documents cannot be captured, documents are inaccessible, workflow and process automation is not functioning.
                            High Client as a serious situation that is adversely affecting – but not completely precluding the operation of– day-to-day business processes. If an immediate workaround is available, it may be difficult or time consuming to fully implement.

                            For example; some users of the Licensed Software are receiving errors and are unable to perform their job functions.

                            Normal Client has an issue causing concern, but is not materially hindering daily operations. The issue does not have an immediate and/or serious adverse impact on ordinary course business operations but a workaround is available. For example, a user is unable to access a non-critical component of the Licensed Software.
                            Low Client has an issue that can reasonably be described as “cosmetic”. Solutions to these issues can be generally classified as “nice to have, but not essential”. For example; a user requires an update or modification to a business process or a workflow defined in the Licensed Software Process Server.

                            15.6 Response and Resolution: In the event Microdea support personnel were not immediately available to receive Client’s call during hours of operation as set forth above, Microdea will use commercially reasonable efforts to respond to Client’s request within the guidelines set out below. Microdea shall also use commercially reasonable efforts to correct the problems in accordance with the guidelines set forth in the table below, or provide Client with a way to temporarily work around the critical problem if able to do so, or notify Client on a regular basis as to the progress of corrective efforts until such time as a correction can be made.

                            15.7 Client’s Responsibility: Client, upon detection of any error, defect or nonconformity in the Licensed Software, shall, if requested by Microdea, submit to Microdea a listing of output and any such other data which Microdea reasonably may request in order to reproduce operating conditions similar to those present when the error occurred or the defect or nonconformity was discovered, as the case may be. If Microdea confirms the existence of the defect, Microdea shall correct it as part of its obligations under this schedule; if Microdea determines that no such defect exists, Microdea reserves the right to charge the Client and the Client shall pay for professional services at Microdea ‘S hourly rate then in effect.page17image37540736

                            (a) Modifications: Client shall inform Microdea in writing of any modifications made by Client to the Licensed Software. Microdea shall not be responsible for maintaining or supporting Client modified portions of the Licensed Software or for maintaining or supporting the portions of the Licensed Software affected by Client’s modified portions of the Licensed Software.

                            (b) Communication: Any and all direct communication costs between the parties shall be borne by the respective party initiating the communication. Such communication costs shall include but not be limited to, telephone costs, fax costs, overnight courier services and remote communication costs.

                            (c) Installation and Operating Environment. Microdea is responsible for the installation of the Licensed Software; and (b) the operating environment in which the Licensed Software is to function.

                            15.7 Disclaimer of Warranty and Limitation of Liability MICRODEA GRANTS NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, UNDER THIS PART INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MICRODEA does not guarantee results under this Part but merely agrees to use reasonable diligence in attempting to accomplish its obligations and shall be entitled to payment on that basis.

                            15.8 Scope of Coverage: Below is an outline of services included in (and excluded from) Help Desk Support and Software Maintenance Services: For illustrative purposes, below is a list of services that will be covered under Help Desk Support:

                            • Unlimited telephone email and support portal access to the MICRODEA Help Desk to assist with problem troubleshooting and resolution for all Licensed Software and associated modules that have been developed by MICRODEA and licensed to CLIENT.
                            • “bug” fixes
                            • Access to Licensed Software patches and minor revisions, including all point releases, which are generally made available to other Clients.
                            • Remote diagnosis and assistance via remote session Licensed Software or CLIENT provided VPN connection
                            • Access to all FAQs and Licensed Software product documentation for Licensed Software products
                            • Access to all Online Training Materials

                            For illustrative purposes, below is a list of services that will be covered under Software Maintenance Services:

                            • Access to all major new versions of the Licensed Software o Licensed Software Upgrade and Update implementations

                            Help Desk Support and Software Maintenance Services are not intended as a substitute for paid professional services. As such, for illustrative purposes, below is a list of services that will not be covered under the Help Desk Support and Upgrade Assurance Services policy. Please note that this list is not meant to be exhaustive:

                            • Implementation, configuration or training services (other than online training)
                            • Consulting services
                            • Import or manipulation of data
                            • Creation or manipulation of reports, documents, templates and forms
                            • Assistance with non- Licensed Software and hardware products, including but not limited to Licensed Software products not provided by Microdea, as well as scanners, PCs, servers, printers, networking devices and any other hardware not supplied by Microdea.
                            • Handheld and other mobility terminals o Licensed Software which interfaces with Licensed Software, but has not been developed on contract by Microdea
                            • Development or support of customizations, enhancements or modifications to Licensed Software products not provided by Microdea
                            • Additional services required during a Upgrade to ensure that Client developed modifications to Licensed Software continue to operate
                            • Identification and correction of defects in the user’s environment
                            • Any other consulting or technical services covered by other Microdea services offerings, such as project management, design or consultant-led based training services
                            • Queries for support on services currently being provided to the Client by the Professional Services Group (PSG)
                            • Modifications to processes created by Client (or otherwise not created by Microdea) within the Licensed Software

                            Microdea has the right to amend or modify the provisions of this Part from time to time, at any time, by giving Client reasonable notice.

                            Part IV – PROFESSIONAL SERVICES TERMS & CONDITIONS

                            Sections 16 through 19 below apply only if the parties provide for Professional Services in an Order Form.

                            16. DEFINITIONS

                            In this Part:

                            “Deliverable” means any report, document, template, study, operating model, technical architecture, system, specification, requirement, software, documentation, abstract, summary, manual, formula, chart, design, drawing, graphic, plan, rule, data, information or other item or material that MICRODEA has agreed to deliver to CLIENT pursuant to a Statement of Work and is identified in such Statement of Work as a Deliverable.

                            “Derivative Work” means a work that is based on or incorporates code or other intellectual property from a party’s pre-existing intellectual property and that, if created without a license from such party, would infringe such party’s intellectual property rights.

                            “Project” means a CLIENT project in respect of which MICRODEA provides Services under a Statement of Work.

                            “Services” means the professional services that MICRODEA agrees to perform pursuant to a Statement of Work.

                            “Microdea Products” means the products and documentation that Microdea makes generally commercially available.

                            “Statement of Work” means a statement of work that is entered into and executed by the parties as part of an Order Form.

                            17 PROVISION OF SERVICES

                            17.1 Prior to the commencement of a particular Project, the parties will agree on a written Statement of Work for such Project. At Client’s request, Microdea will provide personnel to develop the Statement of Work for the Project, at Microdea’s then-current standard rates. Microdea will not provide any other personnel for the Project until the Statement of Work is agreed upon and executed by the parties.

                            17.2 Microdea will perform the Services set forth in a Statement of Work in accordance with the terms of this Schedule and such Statement of Work.

                            17.3 Except as otherwise provided in a Statement of Work, Services may be performed by such Microdea personnel as Microdea may, in its sole discretion, assign. Microdea may reassign or remove personnel from an engagement under this Schedule without the prior written consent of Client, provided Microdea will replace such personnel with individuals with substantially equivalent level of competence and expertise, abilities and qualifications and gives Client prior notice of any such changes. Upon Client’s request, Microdea shall reassign any Microdea personnel to a non-client project and discontinue use of such personnel in performing Services under a Statement of Work provided that Client notifies Microdea of Client’s reasonable basis for believing such reassignment is in Client’s best interest.

                            17.4 Client will make available the resources and facilities set out or described in each Statement of Work, at Client’s cost. Microdea will use the facilities provided by Client for purposes of performing the Services and not for personal use.

                            17.5 In addition to performing Client’s obligations as set out in a Statement of Work, Client shall:

                            (a) Secure for Microdea all rights and access to any software, hardware, and other products as are necessary to enable Microdea to perform the Services in accordance with the Statement of Work; and

                            (b) Ensure that Client’s personnel have the appropriate and requisite skills, experience and training for the Project, including without limitation that such personnel have attended appropriate Microdea training courses.

                            17.6 Client acknowledges and agrees that Microdea’s ability to timely perform the Services depends upon Client’s timely performance of its obligations as stated in the relevant Statement of Work, including without limitation the delivery of any materials or information specified in such Statement of Work. Client acknowledges that, if it does not timely perform its obligations, then Microdea shall be relieved of any commitments to perform Services as scheduled.

                            17.7 Each of the parties shall appoint a Project Coordinator for each Statement of Work, who shall be the primary point of contact for such party with respect to such Statement of Work. The Project Coordinators will be responsible for coordinating and planning all meetings, collaborations and/or discussions.

                            17.8 Either party may, at any time, seek to amend a Statement of Work, including without limitation the Services to be provided, Deliverables to be delivered, fees to be paid or schedule thereunder, by delivering to the other party a program change request. No program change request shall be effective until it has been executed by both parties, whereupon it shall amend the relevant Statement of Work.

                            18. OWNERSHIP; LICENSE OF DELIVERABLES

                            18.1 No Microdea Products are licensed to Client under a Statement of Work. Any license to Client of Microdea Products will be upon the execution of a separate software license Order Form between Microdea and Client. Microdea and its third party licensors retain all rights, including intellectual property rights and registrations, to the Microdea Products and Microdea’s Confidential Information. Client will not acquire any rights, including without limitation intellectual property rights and registrations, in the Microdea Products or Microdea’s Confidential Information. CLIENT acknowledges and agrees that no Deliverable shall be considered to be part of the MICRODEA Products unless Microdea, in its sole discretion, makes such Deliverable generally commercially available.

                            18.2 Client retains all rights, including without limitation intellectual property rights and registrations, in and to all Client Data. Microdea will not acquire any rights, including intellectual property rights and registration, in any Client Data, or Client’s Confidential Information while performing Services.

                            18.3 Except as may otherwise be set forth in a Statement of Work, and subject to Section 18.1, Microdea shall hold all rights, title and interest to the Deliverables. Microdea hereby grants to Client a non- exclusive, non-transferable, non-sublicensable license to use each Deliverable only with Microdea Products. Each such license shall commence on delivery of the Deliverable to Client and shall automatically terminate on expiry or termination of Client’s license to use the Microdea Product or Microdea Products with which such Deliverable is intended to be used. Each such license shall be subject to the same restrictions as apply to Client’s license to use the relevant Microdea Product or Microdea Products.

                            18.4 Client is not authorized to create any Derivative Work under any Statement of Work.

                            19. WARRANTIES AND DISCLAIMER

                            19.1 Microdea warrants that the Services will be performed in a professional and workmanlike manner by persons with adequate skill, training and expertise. Microdea will re-perform any Services that are not so performed at no additional cost to Client, provided that Client notifies Microdea in writing of any failure to so provide Services within thirty (30) days following the date of invoice for such Services (or within such other period of time as indicated in the applicable Statement of Work). The foregoing sets out Client’s exclusive remedy with respect to the performance of the Services.


                            Part V – RESELLER

                            20. RESELLER RIDER

                            20.1 In the event that this Agreement is incorporated into any terms and conditions with any third party reseller (“Reseller Services Agreement”), it is agreed that upon termination of such Reseller Services Agreement that Microdea, in its sole discretion, may elect, to offer maintenance and support for the Licensed Software directly to Client in accordance with these terms or Microdea’s then applicable terms and conditions for such products and services. All fees shall be paid directly to Microdea in accordance with the Order that will be provided to Client.

                            Transflo/Pegasus Legal Department
                            Email: [email protected]
                            Mail: Attention: Legal Department

                            Transflo, a Pegasus Transtech Company, LLC
                            201 North Franklin St.
                            Suite 1700
                            Tampa, FL 33602