Software License Agreement

The Software License Agreement (“Agreement”), together with all applicable Schedules (collectively, the “Agreement”) are a legal agreement between you, a legal entity (“Customer”), and Nextory, LLC (“Seller”). If you are not legally able to be bound by the Agreement or do not want to consent to the terms of the Agreement, your use of the Software is strictly prohibited. Your use of the Software is subject at all times to this Agreement, as amended from time to time. If you do not unconditionally agree to the foregoing, discontinue the installation or use of the Sofware. If you proceed with use, you are (i) representing and warranting that you are authorized to bind the Customer; and (ii) agreeing to the Agreement.

Witnesseth:
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‍Whereas, Seller has developed and is the sole and exclusive owner of a proprietary software package entitled, myNextory, hereinafter referred to as SOFTWARE.  SOFTWARE consists of all matters, terms, conditions, features and descriptions contained in the Pricing Proposal given by Seller to the Customer; and Whereas, Customer desires to purchase a license from Seller to use the SOFTWARE for an initial term of twelve (12) months; and Whereas, Seller desires to grant non-exclusive licenses on the SOFTWARE; Now Therefore, Seller grants and Customer accepts a personal, non-transferable and non- exclusive right and license to use the SOFTWARE upon the terms and conditions set forth below:

‍1. License. Each license granted under the Agreement conveys to Customer only a personal, non-exclusive, non-transferable right and license to use the SOFTWARE on such computers and equipment of the Customer. This Agreement may not be assigned by Customer, and the software to which it applies, and documents and materials relating thereto, may not be disclosed, sub- licensed, published, released or transferred to another party by the Customer without the prior written consent of Seller.

‍2. Term. This Agreement shall commence upon the receipt by Customer of the SOFTWARE and shall terminate according to the provisions of Paragraph 8 or upon termination of its use by Customer.

‍3. Charges. Customer agrees to pay Seller a per employee per month subscription cost per license per month plus any applicable sales and excise taxes. This subscription price/payment shall be due and payable to Seller at its principal place of business at the beginning of each month for the agreed upon users/employees.

‍4. Software. Seller shall provide all software, support, customization, and maintenance services as described in Exhibit A attached hereto.In exchange for the payment specified in this Paragraph 4 of this Agreement, Seller shall have the obligation to correct any error, malfunction or defect in the SOFTWARE for which it receives written notice from Customer. For the purpose of this Agreement the term “error, malfunction or defect” shall mean only significant deviations from the design specification for the most current release of the SOFTWARE. Seller further agrees to make available to Customer all standard up-dates, enhancements, and improvements in the SOFTWARE during the term of the software maintenance agreement. Customer's refusal to accept such standard up-dates, enhancements and/or improvements in the SOFTWARE shall, at Seller's sole option, void any software maintenance agreements in effect at that time. Similarly, unapproved changes, modifications or alterations in the SOFTWARE's object code shall, at the sole option of Seller, terminate any software maintenance agreement resulting from Customer's exercise of the software maintenance option provided herein.

‍5. Servicing of Software. Customer agrees to advise Seller in writing of the precise nature of any suspected error, malfunction or defect and provide Seller with all relevant information upon request in order that Seller may render the services set forth herein. If Customer notifies Seller during Seller's normal business hours Monday thru Friday, excluding national holidays, of a suspected error, malfunction or defect, Seller agrees to use its best efforts to confirm, in a timely manner, the existence of such an error, malfunction or defect. If the suspected error, malfunction or defect is confirmed, Seller shall attempt to correct such error.

‍6. Protection and Security. Customer acknowledges that SOFTWARE constitutes a valuable asset and trade secret of Seller and Customer further acknowledges that Seller has an exclusive proprietary right and interest in and to SOFTWARE and that any information, documents, flow charts, logic diagrams, source code, test materials, or the like relating in any way to SOFTWARE is Seller's CONFIDENTIAL Trade Secret Information. Customer, therefore, agrees to use the SOFTWARE only as provided in this Agreement and only during the term of the license granted by this Agreement. Customer further agrees not to provide or otherwise make available any written materials, documents, flow charts, logic diagrams, source code, test materials, or other information relating to the SOFTWARE in any form, to any person other than Customer's or Seller's employees without prior written consent from Seller. Customer further agrees to protect all written materials, flow charges, logic diagrams, source code, test materials, or other information relating to the SOFTWARE, in any form, from unauthorized disclosure by its agents, employees or customers. Seller reserves all rights not specifically granted or referenced in this Agrement related to the SOFTWARE, and Customer acknowledges Seller’s ownership of the SOFTWARE.

‍7. Indemnification. In the event that any portion of the SOFTWARE or related materials furnished to Customer by Seller is, in Seller's sole opinion, likely to or does become the subject of a claim of infringement of a copyright or patent, Seller may, at its option and expense, procure for Customer the right to continue using the SOFTWARE or related materials or modify the SOFTWARE or related materials to make them non-infringing. If in Seller's opinion, neither of the foregoing alternatives is reasonably available to Seller then Seller may terminate this Agreement upon thirty (30) days written notice to Customer, provided however, that the Seller shall have no right to unilaterally terminate this Agreement or to alter its terms and conditions in any manner which would be inconsistent with the legal obligations of the Customer with respect to the preservation, storage or use of evidence and evidentiary materials. Seller agrees to hold Customer harmless from any patent or copyright infringement arising out of the Customer's use of the SOFTWARE provided Seller is notified promptly in writing and is given complete authority and information required for defending or settling any charge of patent or copyright infringement or suit resulting therefrom, and further provided that Customer is not in default of any of the provisions of this Agreement.

‍8. Cancellation or Termination. Except as provided in this Agreement, the right and license granted hereunder may be cancelled by Seller if Customer is in default of any amount due under this Agreement for a period of sixty (60) days and may be cancelled by either party at any time upon default by the other party of any covenant of this Agreement if such default is not corrected within thirty (30) days after receipt of written notice thereof.

‍9. Limitation of Liability. IN NO EVENT SHALL THE SELLER BE LIABLE TO THE CUSTOMER FOR LOSS OF PROFIT OR OTHER ECONOMIC LOSS, INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES, ARISING OUT OF ANY BREACH OF THIS AGREEMENT OR ANY OBLIGATIONS UNDER THIS AGREEMENT OR THE LICENSE GRANTED OR FOR ANY CLAIM MADE AGAINST CUSTOMER BY ANY OTHER PARTY, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM EXCEPT AS OTHERWISE PROVIDED IN PARAGRAPH 7.

‍10. Miscellaneous. The Parties agree that the provisions of this Agreement are severable and should any of the provisions be deemed invalid, then only that provision should fail, and the remainder of this Agreement shall be in full force and effect. This Agreement and the performance thereunder shall be construed and regulated in accordance with the laws of the State of Delaware. This Agreement constitutes the entire agreement and understanding between the parties hereto and supersedes all prior understandings and agreements, written or oral, and shall not be modified or altered except by written instrument duly executed by the parties.

‍11. No Rights Conferred. This Agreement is not intended to create or confer, and shall be construed to create or confer, any rights on any person or entity which is not a Party to this Agreement.