LICENSE AND SERVICES AGREEMENT

This License and Services Agreement (this "Agreement") is between Symeron Software, Inc., a Kansas corporation ("SSI"), and the person or entity designated in the Registration Process (as defined below) as the "Customer" ("Customer") and governs receipt and use of the Product and Services by Customer. BY COMPLETING THE REGISTRATION PROCESS AND ORDERING AND USING THE PRODUCT, CONTENT AND SERVICES, CUSTOMER IS EXPRESSLY AGREEING TO BE BOUND BY THIS AGREEMENT. This Agreement is effective on the date that Customer submits, and SSI accepts the Registration Process ("Effective Date"). In consideration of the covenants and the other consideration described herein, SSI and Customer agree as follows:
1. The Product. For the purpose of this Agreement, the term "Product" shall mean, if ordered by Customer pursuant to the Buyer’s Order (as defined below), the then-current website and web-based client relationship management, sales force automation system and software product and credit application and related services owned by SSI and commonly referred to as "AutoClickTM", together with any Content (as defined below) contained therein. If specified in Buyer’s Order, the Product may also include tools for Customer to use with certain social media sites, and Customer agrees to use such Products in accordance with the then-current terms of use and privacy policies of such social media sites (collectively, "Social Media Policies"). Customer acknowledges that portions of the Product are subject to the patent and other intellectual property rights of SSI and its licensors. The Product(s) licensed by Customer hereunder shall be specified in the Buyer’s Order (as defined below). Subject to Customer’s ongoing compliance with this Agreement, SSI shall provide Customer with access to the Product in a hosted environment in accordance with Section 2 below and shall provide Customer with reasonable amounts of installation support, training, and general technical assistance and support (the "Services") in accordance with this Agreement. Implementation services may be included as part of the Services if specified in a Buyer’s Order, subject to the fees set forth in the Buyer’s Order. SSI shall have the right to modify the Product, the Content, functionality, and user interface, or discontinue the availability of the Product and/or Services at any time and at its sole discretion. If Customer is an entity, only Customer’s employees (the "Authorized Persons") shall be authorized to use the Product on Customer’s behalf under the license granted hereby. If Customer is an individual, only that individual is authorized to use the Product and is deemed to be an Authorized Person hereunder.

2. License. (a) SSI grants Customer a non-exclusive, terminable, non¬-transferable, non-assignable, limited license for Customer’s Authorized Persons to use the Product in a hosted environment for Customer’s internal business purposes only, while this Agreement is in effect. The license shall terminate and Customer’s access to the Product shall cease upon the earlier of the expiration or termination of this Agreement. Nothing in this Agreement shall be construed to limit SSI from providing Products and/or Services to any other person, entity, group, organization, or customer whatsoever.

(b) The license and use of the Product is limited to Customer’s internal use only, and does not extend to any parent, subsidiary, or affiliate of Customer. Customer is required to at all times have at least one paid account/Product license per rooftop (which is a single physical address), unless otherwise agreed to by SSI in writing in advance. By agreeing to this Agreement, Customer represents and warrants that it is not a competitor of SSI and shall not use the Product for the purpose of directly or indirectly competing with SSI. If Customer is or at any time becomes a competitor of SSI, it shall immediately cease access to and use of the Product and shall provide immediate notice to SSI. If Customer is a competitor of SSI at the time of execution of this Agreement, Customer shall not access the Product.

(c) Customer has no right to resell, sublicense, or market the Product. Customer shall not and shall not permit any other person to:(a) disassemble, reverse engineer, decompile or in any other way interfere with the Product; (b) modify the Product; (c) copy, reproduce, download or make the Product available other than to its Authorized Users; or (d) create any new software partly or wholly based on the Product, or otherwise commercially exploit the Product and/or the Services for any purpose not permitted herein.

(d) The Product shall not be used by Customer: (a) fraudulently or in connection with a criminal offense or other violation of applicable law; (b) to send, receive, upload, download, use or re-use any material which is offensive, abusive, indecent, defamatory, obscene or menacing, or in breach of copyright, confidence, privacy or any other rights; (c) to cause diminution of or interference with the access and use to the Product by SSI, any other Product user or any other person by any means; (d) to send unsolicited advertising or promotional material, or otherwise communicate with consumers in a way that violates applicable laws; (e) impair or put at risk the operation of the Product. If Customer violates any of the foregoing restrictions or SSI reasonably believes that Customer has violated any of the foregoing restrictions, SSI may suspend Customer’s access to the Product immediately without notice.

(e) The Products and Services may only be used by Customer for lawful purposes and consistent with the rights of other users and third parties. Without limiting the foregoing, the Products and Services shall not be used in a manner that would violate any law or infringe any copyright, trademark, trade secret, right of publicity, right of privacy, or any other right of any third party, including without limitation Customer’s posting of any content or material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law.

(f) SSI reserves all rights relating to the Product not expressly granted hereby.

(g) This Agreement does not include the provision of telecommunication services or access to the internet necessary for Customer to access and use the Product. Customer is responsible for arranging the appropriate telecommunications service and internet access at Customer’s cost. Customer is responsible for providing suitable hardware and communications equipment necessary to enable access to the Product. Customer’s hardware and communications equipment and software environment shall comply with SSI’s then-current minimum operating requirements.

(h) Customer acknowledges that the Products contain information, software, photos, graphics, sound, music, and other material ("Content") that are protected by copyright, trademark, trade secret, and other intellectual property law and that the rights in such Content are valid and protected in all forms, media, and technologies that now exist or that may be developed in the future. Customer may not copy, modify, publish, distribute, transmit, transfer, or sell, create derivative works, or in any way exploit any of the Content, in whole or in part. Except as permitted by the fair use provision of U.S. copyright law, Customer may not upload, post reproduce, or distribute any Content protected by copyright or other proprietary rights without the permission of the copyright owner.

(i) Customer acknowledges that the Products and Services may permit Customer to receive information and order merchandise and services directly from businesses that are not owned or operated by SSI. Customer agrees that the purchase, payment, warranty, delivery, and any other terms concerning such information, merchandise, and services are solely between Customer and the providers, and SSI has no responsibility or liability arising therefrom.

3. Updates to this Agreement. SSI shall have the right to modify this Agreement for any reason and at any time. Customer shall be bound by the updated Agreement (including all modifications thereto) effective on the date that the modifications are posted on SSI’s website. Except as otherwise agreed in writing by the parties hereto, this Agreement, the Buyer’s Order and SSI’s then-current Privacy Policy shall exclusively govern the parties’ rights and obligations with respect to the Product and Services provided hereunder, including without limitation all training, technical assistance, support, and other Services relating thereto. Customer shall, and shall ensure that its Authorized Persons, comply with this Agreement and the documents incorporated by reference herein, and Customer shall be solely responsible for the acts and omissions of its Authorized Persons.

4. Term; Termination. The initial term of this Agreement and the license to the Product shall be for thirty (30) days from the date hereof, unless earlier terminated as provided herein. The initial term and the license to the Product and right to receive Services shall automatically renew for successive renewal terms of thirty (30) days each unless either party hereto elects not to renew by notifying the other party by email. In the case of notice of non-renewal provided by Customer to SSI, such notice shall be sent to Support@autoclick.com. In the case of notice of non-renewal provided by SSI to Customer, such notice shall be sent to the email address provided by Customer in the Registration Process. SSI shall provide email confirmation to Customer after Customer’s non-renewal has been received and processed by SSI. Customer shall promptly notify SSI if Customer’s contact information provided in the Registration Process changes. Such election shall be provided no later than thirty (30) days prior to the expiration of the then-current term. SSI may terminate this Agreement and the license for the Product and provision of Services immediately: (a) upon Customer’s failure to make timely payment in accordance with the Buyer’s Order; (b) upon a determination that Customer is insolvent or bankrupt; (c) if Customer violates a material obligation under this Agreement; or (d) if Customer is rude or abusive to SSI representatives, as determined by SSI in its sole reasonable discretion. SSI may avail itself of all available rights and remedies, including equitable relief, for Customer’s breach of its obligations hereunder.

Upon termination or expiration of this Agreement, Customer shall cease use of the Product and Services and shall promptly pay any amounts due and owing SSI as of the effective date of termination. Upon termination or expiration of this Agreement, SSI may delete all data, files, or other information stored in Customer’s account without notice and without liability therefor. Except as otherwise provided herein, all rights and obligations under this Agreement shall immediately cease upon the expiration or termination of this Agreement; provided, however, that all Customer’s representations, delivery, indemnity, and payment obligations, SSI’s rights and remedies that accrue prior to termination or expiration of this Agreement, and the license granted in Section 11, below, shall survive such expiration or termination.

5. Fee and Payment. As consideration for the license to the Product granted hereby and SSI’s provision of the Services, Customer shall pay SSI the fees set forth on the printed or on-line buyer’s order provided to Customer herewith (the "Buyer’s Order"), and Customer authorizes SSI to auto debit the then-current fees through ACH if specified in the Buyer’s Order. SSI reserves the right to increase its fees for Products and Services from time to time upon thirty (30) days’ prior written notice to Customer. SSI shall invoice Customer, and Customer shall pay all applicable fees in advance on a monthly basis, unless Customer and SSI agree to other payment terms in writing in advance. Customer shall pay all additional or increases in fees that may accrue as a result of a fee increase by SSI, an increase in the number of Authorized Users or an upgrade in Products, Services or service level in accordance with the terms set forth on the Buyer’s Order or, if such additional or increased fees are not contemplated thereby, in accordance with SSI’s then current standard rates. All late payments shall be subject to a service charge equal to 1.5% of the amount due (calculated on a monthly basis) or the maximum amount allowed by law, whichever is less. All payments made hereunder shall be made in U.S. dollars, and Customer shall pay and be solely responsible for all taxes imposed upon any transaction contemplated by this Agreement or incurred as a result of Customer’s use of the Product or receipt of the Services. All Fees are exclusive of taxes, tariffs, and/or duties. SSI shall have no obligation to refund any amounts paid by Customer. In the event that the Customer’s account is de-activated, suspended or terminated by SSI due to non-payment or late payment, a $35 deactivation fee will automatically be added to the Customer’s account and increase the amount due by $35.

6. Warranties; Disclaimer of Warranties; Limitations of Liability; Indemnification. (a) SSI LICENSES THE PRODUCTS AND PROVIDES THE SERVICES TO CUSTOMER ON AN "AS-IS," "WHERE-IS" BASIS, AND MAKES NO WARRANTY TO CUSTOMER OF ANY KIND WITH REGARD TO THE PRODUCTS OR SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. ALL WARRANTIES RELATING TO INTERRUPTION OF SERVICE ARE SPECIFICALLY DISCLAIMED HEREBY.

(b) SSI WILL NOT BE LIABLE FOR LOSS OR INACCURACY OF DATA, UNAVAILABILITY OF THE PRODUCTS AND/OR SERVICES, LOSS OF PROFITS OR REVENUE, OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORSEEABLE, OR ANY DAMAGES RESULTING FROM CUSTOMER’S USE OF THE PRODUCTS, THIRD-PARTY TOOLS, SOFTWARE, OR SERVICES PROVIDED THROUGH THE PRODUCT OR SSI’S WEBSITE, REGARDLESS OF THE THEORY UPON WHICH THE CLAIMS ARE MADE.

(c) SSI’s MAXIMUM LIABILITY FOR ANY AND ALL LOSSES AND CLAIMS, DAMAGES OR LIABILITIES OF ANY KIND UNDER THIS AGREEMENT AND THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN (WHETHER IN CONTRACT, TORT, INDEMNITY OR OTHERWISE) SHALL BE LIMITED TO THE LESSER OF: (i) AN AMOUNT EQUAL TO FIFTY PERCENT (50%) OF THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO SSI PURSUANT TO THE BUYER’S ORDER GIVING RISE TO THE CLAIM IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE TIME WHEN THE CAUSE OF ACTION ACCRUED; or (ii) ONE THOUSAND DOLLARS ($1,000).

(d) Customer will defend, indemnify and hold harmless SSI and its affiliates, and its and their officers, directors and employees (the "SSI Indemnified Parties"), from and against all losses, harms, costs, damages and other harms (collectively, "Losses") incurred by the SSI Indemnified Parties that arise out of or relate to: (i) the inaccuracy of Customer’s representations and warranties herein; (ii) Customer’s violation of applicable laws and/or Social Media Policies in its use of the Product, Content and/or Services; (iii) injury to Customer’s or SSI’s employees or agents, or harm to SSI’s personal property, caused by the negligence or willful acts or omission of Customer and/or its Authorized Users, employees and/or agents; (iv) the directions or instructions of Customer to SSI, including, without limitation, website design changes directed by Customer; (v) any claims sustained or incurred by the SSI Indemnified Parties and/or third parties arising from errors or omissions in Customer’s services or products; (vi) any transaction between Customer and its customers; or (vii) Customer’s use of the Products and Services and otherwise arising from the breach of this Agreement by Customer and/or by those using the Products and Services under Customer’s account.

7. Remedies. In the event Customer fails to timely pay the fees in accordance with Section 5, above, and the Buyer’s Order, SSI shall, in addition to any other rights available hereunder or under applicable law (including specific performance) have the right, without terminating this Agreement, to immediately suspend Customer’s access and use of the Product and receipt of the Services without notice until all unpaid amounts are paid. SSI’s election to use this remedy shall not waive any of its other remedies or constitute a breach of this Agreement.

8. Disputes. Except with respect to a breach of Sections 2 or 9 (which may be subject to this provision at SSI’s election), disputes arising from this Agreement shall be exclusively resolved by binding arbitration in Gray County, Kansas under the rules of the American Arbitration Association or, if the parties cannot agree upon an arbitrator within 30 days of the date the dispute arises, in a court of competent jurisdiction in such county. The arbitrator will have the power to grant injunctive relief. In addition to any other legal relief granted, the prevailing party in any such action shall be entitled to recover court and/or arbitration costs and attorneys’ fees from the losing party.

9. Intellectual Property; Confidentiality. Except for the license to use the Products granted hereby, SSI shall retain all right, title, and interest in and to the Product and Services, together with any and all copyrights, patents, trade secrets, trademarks, know-how and other intellectual property rights incorporated therein, related thereto, or embodied thereby, and this Agreement shall not be deemed to grant Customer any rights (other than the license rights granted hereunder) therein. All Content contained in the Products is the property of SSI, 11708 E. Summerfield Wichita, KS 67206. All rights reserved. AUTOCLICK™ is a trademark of SSI. AUTOCLICK™ software is an independently copyrighted computer software program belonging to SSI.

Customer shall keep strictly confidential all information relating to the Products, Content and Services provided hereunder, all identification codes, passwords, and materials relating to the Product disclosed to Customer by SSI, including without limitation, pricing terms, the terms of this Agreement, any documentations and technical information and specifications relating to the Products and Services, and other information of SSI that it holds on a confidential basis. Customer shall return all Product-related materials (and all copies thereof, regardless of medium) and Content to SSI upon the earlier termination or expiration of this Agreement, or at the request of SSI.

SSI reserves the right to monitor transmissions, other than private electronic communications, as necessary to provide the Products and Services and otherwise to protect the rights and property of SSI. Notwithstanding the foregoing, SSI does not have the practical ability to restrict Customer’s conduct, communication, or content that might violate this Agreement before transmission on the Products or Services. SSI does not assume any liability for any action or inaction with respect to such conduct, communication, or content of Customer.

10. Miscellaneous. (a) This Agreement and any documents specifically incorporated herein (including, without limitation, the Buyer’s Order and SSI’s then-current Privacy Policy), constitute the final and complete agreement between the parties hereto with respect to the subject matter hereof; (b) This Agreement shall inure to the benefit of the parties hereto and their respective and permitted successors and assigns; (c) This Agreement shall be governed by the internal laws of the State of Kansas without regard to conflict of laws principles; (d) This Agreement may not be modified or amended except as otherwise allowed hereby or in a writing signed by both parties hereto; (e) In the event that any provision hereof is held by an arbitrator or a court of competent jurisdiction to violate applicable law, the Agreement shall be modified to limit or eliminate such provision only to the extent necessary to accomplish the objectives of the original provision; (f) This Agreement does not create a joint venture, partnership, agency, employment, or similar legal relationship between the parties hereto; and (g) This Agreement shall be executed electronically in counterparts, including by facsimile or through an electronic signature service, which together shall constitute one agreement. (h) Customer may not assign or delegate all or any portion of this Agreement or its rights or obligations hereunder except with the prior written consent of SSI. The parties acknowledge and agree that a change in control transaction, including without limitation, by transfer of stock, merger or other reorganization, shall constitute an assignment for purposes of this paragraph; (i) Customer represents that it is authorized to execute and deliver this Agreement; and (j) Customer represents and warrants that it shall at all times comply with all international, national, state and local laws, rules, and regulations applicable to its use of the Product, Content and Services provided hereunder, to any requests for Services, and/or to the operation of its business, including without limitation any applicable export, sanctions, communications (including, without limitation, do not call and robo call restrictions) and data privacy laws and regulations (collectively, " Applicable Laws"); (k) Except for Customer’s obligation to pay SSI, neither party shall be liable hereunder for any failure or delay in performance caused by reasons beyond its reasonable control; (l) No failure or delay by either party in exercising any right under this Agreement shall waive such right; (m) Except where a form of notice is specified herein, notices to be given under this Agreement shall be sent by email, overnight courier or certified mail. Notices directed to SSI shall be provided to SSI, 11708 E. Summerfield, Wichita, KS 67206, and notices directed to Customer shall be provided to the email address or physical address provided by Customer in the Registration Process; (n) SSI may use contractors in the performance of its obligations hereunder.

11. Customer Information. Customer represents and warrants that Customer has all the rights and consents necessary to enter the data into the Product and for SSI to use the data as described herein, and the use of such data does not infringe, and will not infringe, upon the rights of any third party. Customer grants SSI a fully paid, perpetual, nonexclusive license to use any data that Customer enters into the Product or otherwise discloses to SSI in order for SSI to satisfy its obligations, including without limitation submitting certain data on Customer’s behalf to third party providers, or otherwise in accordance with, the terms and conditions set forth in this Agreement. Customer further represents and warrants to SSI that Customer (i) has the lawful authority to enter any and all data (including personal information) into the Product, (ii) Customer has provided all necessary notice of its intent, and has obtained all necessary consents required, to enter such data (including personal information) into the Product and for SSI to use such data as permitted herein, and (iii) Customer will execute a written agreement with any third party, who will have access to data (including personal information) Customer enters into the Product, and such written agreement will contain appropriate terms and conditions governing privacy and confidentiality. If and to the extent Customer submits any Personal Data (as defined in the Data Processing Agreement) to SSI, such Personal Data shall be Processed (as defined in the Data Processing Agreement) by SSI in accordance with SSI’s then-current Data Processing Agreement found at [INSERT LINK HERE] (the "Data Processing Agreement").

12. Safeguarding Credentials. In order to access the Product, Authorized Users will be issued a set of unique logon credentials. Customer shall ensure that its Authorized Users safeguard the security and proper use of all logon credentials relating to the Product and ensure that all logon credentials are kept confidential, secure, used properly and not disclosed to any party. Authorized Users may periodically be required to change login credentials. Customer shall notify SSI immediately if any Authorized User terminates its employment or other relationship with Customer or is otherwise no longer permitted to access and use the Product. Customer must inform SSI immediately if Customer has any reason to believe that any logon credentials have become known to someone not authorized to use them or if any logon credentials are being or are likely to be used in an unauthorized way. Control of user logon credentials relating to use of the Product by Customer and its Authorized Users and ensuring that Customer notifies SSI of changes in the identity of the Authorized Users is solely the responsibility of Customer, and SSI is not responsible for Customer’s or its Authorized Users’ unauthorized use of the Product.

13. Privacy Policy. Customer acknowledges and agrees that it may need to furnish SSI certain personally identifiable information concerning its employees, agents, or contractors, such as general professional and business contact data, in order to communicate or engage with SSI. In the event Customer furnishes SSI such personally identifiable information that is not inputted in the Product, Customer hereby acknowledges and agrees that SSI shall collect and retain such personal information in accordance with the terms and conditions set forth in SSI’s Privacy Policy located at https://autoclick.com/privacypolicy.html, which may be amended from time to time in SSI’s discretion, and Customer shall (to the extent required by law) disclose SSI’s Privacy Policy, or a link thereto, to any individual whose personal information Customer furnishes to SSI in accordance with this paragraph.

14. Electronic and Telephonic Use Restrictions. In the event Customer purchases a Product and/or Services from SSI that allows Customer to send or otherwise disseminate, directly or indirectly, any electronic and/or telephonic communications (e.g., email, text messages) to any third party, this Section 14 of the Agreement shall apply.

(a) The Products and Services may not be used for the sending of unsolicited email messages (sometimes called "spam") or text messages. Customer is solely responsible for ensuring that Customer’s use of the Products and Services do not generate a number of spam or other complaints in excess of industry norms. SSI may terminate Customer’s access to or use of the Products and Services if SSI determines, in its sole discretion, that Customer level of spam or other complaints is higher than industry norms, as determined by us in our sole discretion. Customer agree to import, access, or otherwise use only contact lists in connection with the Products and Services for which all listed parties have consented to receive correspondence from Customer. SSI reserve the right without notice to take all measures of any nature (whether legal, technical or otherwise) to prevent unsolicited bulk email and/or other unauthorized email, messages or campaigns from entering, utilizing or remaining within the Products or Services. Customer agrees that SSI may establish general practices and limits concerning use of the Products and Services, including the maximum number of messages or campaigns that may be distributed by Customer and/or the maximum size of any messages or campaigns that may be transmitted by means of the Products and Services.

(b) In Customer’s use of the Products and Services to send or otherwise disseminate email or text messages, Customer shall represent itself within the same accurately and will not impersonate any other person, whether actual or fictitious. Customer agrees that Customer is the sole or designated "sender" (as such term is defined in the United States CAN-SPAM Act of 2003 and any rules or regulations adopted under such act (the "CAN-SPAM Act")) of any message sent by Customer using the Products and Services. Customer agrees that for any email message sent by Customer using the Products and Services, (i) the "from" line of any email message sent by Customer using the Products and Services will accurately and in a non-deceptive manner identify Customer, Customer product or Customer service, (ii) the "subject" line of any email message sent by Customer using the Products and Services will not contain any deceptive or misleading content regarding the overall subject matter of the email message, and (iii) Customer will include Customer valid physical address, which, if Customer are located in the United States, may be a valid post office box meeting the registration requirements established by the United States Postal Service. Every email message sent in connection with the Products or Services must contain an "unsubscribe" link that allows contacts to remove themselves from Customer mailing list, and each such link must remain operational for at least 60 days after the date on which Customer sent the message. Customer shall monitor and process unsubscribe requests received by Customer directly within 10 days of submission. Customer cannot charge a fee, require the recipient to give Customer any personally identifying information beyond an email address, or make the recipient take any step other than sending a reply email or visiting a single page on an Internet site as a condition for honoring an unsubscribe request.

15. Registration Process. Customer shall complete and submit the registration materials provided by SSI on its website (the "Registration Process") and shall promptly notify SSI if any information submitted by Customer pursuant to the Registration Process changes. By providing and submitting the requested information to SSI during the Registration Process, Customer represents and warrants that such information is true and correct, that the individual submitting the information has the authority to bind the Customer to the terms and conditions of this Agreement, and that this Agreement and the Buyer’s Order (and other documents incorporated by reference herein) constitute the valid and binding obligations of Customer, enforceable in accordance with their terms. SSI shall not be responsible for delays or issues caused by Customer’s failure to provide and maintain accurate information with respect to the Registration Process.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be agreed to and accepted by their duly authorized representatives as of the Effective Date.