TERMS AND CONDITIONS OF
SOFTWARE LICENSE AGREEMENT

THESE TERMS AND CONDITIONS apply to the Software License Agreement by and between TERRI-BITE, LLC, a Delaware limited liability company with an address at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 (“Licensor”) and the Licensee. Licensor and Licensee may be referred to herein as a “Party” or collectively as the “Parties”.

WHEREAS, Licensor has certain rights as the legal and beneficial owner of certain proprietary computer software referred to as “Terri-Bite®” and described in more detail on the Terri-Bite® Portal.

WHEREAS, Licensee desires to obtain a license to access Terri-Bite® for use in its business, and Licensor is willing to grant a license to Licensee for such purposes on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. GRANT OF LICENSE
Subject to the terms and conditions of the Agreement, Licensor grants to Licensee a non-exclusive, non-transferable license to access the Terri-Bite® Portal on the server(s) designated by Licensor for the purpose of utilizing Terri-Bite® in furtherance of its business. Licensee may access Terri-Bite® for its own use and shall not attempt to incorporate the methods of conducting business or handling data as shown by Terri-Bite® into other software. Licensee may not transfer or sublicense Terri-Bite® to any third party, in whole or in part, in any form, whether modified or unmodified, without the prior written consent of Licensor. Licensee shall not or attempt to reverse engineer, reverse compile, decompile, disassemble, reverse assemble, or unlock Terri-Bite® in whole or in part for any reason.

2. CONSIDERATION
Unless otherwise agreed to by the Parties in writing, Licensee shall pay, upon delivery of access to Terri-Bite®, Two Hundred and Fifty ($250.00) dollars as a non-refundable setup fee. On a weekly basis Licensee shall pay up to Twenty-Five ($25.00) dollars per agent entity that appears on a weekly payroll generated by Licensee via Terri-Bite®. The minimum weekly fee shall be One Hundred ($100.00) dollars and the maximum weekly fee shall be One Thousand Dollars ($1,000.00). License fees do not include any duties, bank fees, sales, use, excise, or similar taxes due. If Licensor is required to pay any such amounts, Licensee shall reimburse Licensor in full within seven (7) days of Licensor’s demand for reimbursement. License Fees may be modified by Licensor in Licensor’s sole discretion by providing 7 days’ notice.

3. OWNERSHIP
Licensee acknowledges and agrees that Terri-Bite® is being licensed, not sold, to the Licensee by the Licensor. Licensee further acknowledges and agrees that it shall not acquire any ownership interest in Terri-Bite® under this Agreement, and that Licensor shall retain its entire right, title and interest in and to Terri-Bite® (including translations, compilations, partial copies, modifications and updates) except as expressly granted to the Licensee in this Agreement. Licensee shall promptly notify Licensor if Licensee becomes aware of any possible third-party infringement of Licensor’s intellectual property rights arising out of or related to Terri-Bite® and fully cooperate with Licensor in any legal action taken by Licensor against any third parties to enforce Licensor’s intellectual property rights. Licensee shall safeguard Terri-Bite® from infringement, misappropriation, theft, misuse or unauthorized access.

All data uploaded to Terri-Bite® is the property of Licensor. In the event of a default under this Agreement by Licensee for failure to pay any amount to Licensor past due for a period in excess of fourteen (14) days, access to Terri-Bite® by Licensee may be terminated until payment in full is made to Licensor. In the event of a default under this Agreement, Licensor shall maintain any data uploaded to Terri-Bite® by Licensee for ninety (90) days after which Licensor may remove such data at any time.

4. PROPRIETARY RIGHTS / NONDISCLOSURE
Licensee understands and agrees that Terri-Bite® contains confidential and proprietary information and data that reveal Licensor’s methods of conducting business and handling data (“Confidential Information”). During and subsequent to the term of this Agreement, Licensee shall protect such Confidential Information to the same degree that it protects Confidential Information pertaining to its own business and shall not disclose Confidential Information to any third party except agents, consultants or auditors that sign a nondisclosure agreement which similarly protects Confidential Information from further disclosure.

5. TERM
The license granted hereunder shall continue unless and until terminated pursuant to Section 6 hereof and subject to Licensee’s proper performance of its obligations hereunder.

6. TERMINATION
(a)Licensor may terminate this Agreement if Licensee is in default of any of the terms and conditions of this Agreement and fails to correct such default within ten (10) days after written notice thereof from Licensor.
(b)Licensee may terminate this Agreement upon seven (7) days prior written notice, so long as Licensee has fully paid with respect to license fees and any other fees due to Licensor. Such termination shall be effective upon receipt by Licensor of the Termination Certificate described in Section 7 of this Agreement executed by a duly authorized officer of Licensee.
(c)Licensor may terminate this Agreement upon thirty (30) days prior written notice.
(d)Licensee’s insolvency, receivership, bankruptcy, or assignment for the benefit of creditors (or the institution of proceedings therefor) shall immediately terminate this Agreement without need for any notice.
(e)The provisions of Sections 3, 4, 10, 11, and 12 hereof shall survive any termination of this Agreement.

7. TERMINATION CERTIFICATE
In the event of termination, Licensee will immediately discontinue use of Terri-Bite®. Within one (1) month after termination of this Agreement, Licensee will furnish to Licensor a “Termination Certificate” which certifies with respect to Terri-Bite® that, through its best effort and to the best of its knowledge, all information obtained by Licensee through use of Terri-Bite®, including without limitation, all data, reports, screen shots, etc., in whole or in part and in any form, have been delivered to Licensor or destroyed, excepting only information that is: (i) required by law to be retained by Licensor; and (ii) reasonably required by Licensor for tax or financial reporting purposes (collectively, “Excepted Information”). All Excepted Information may be retained by Licensor for only so long as required by law or reasonably necessary for Licensor’s tax or financial reporting purposes.

8. MAINTENANCE AND SUPPORT
Licensor will provide to Licensee the following support with respect to Terri-Bite®:
(a) (a) If during the first (1st) year of this Agreement, Licensee notifies Licensor of a substantial program error respecting Terri-Bite®, or Licensor has reason to believe that such an error exists in Terri-Bite® and so notifies Licensee, Licensor shall at its expense verify and attempt to correct such error within thirty (30) working days after the date of notification. If Licensee is not satisfied with the correction, then Licensee may terminate this Agreement, but without refund of any amount paid to Licensor or release of any amounts due Licensor at the time of termination.
(b) In the case that Licensee has technical questions in the use of Terri-Bite® during the first (1st) year of this Agreement, Licensee may submit those questions to Licensor. Licensor shall provide consulting to answer such questions without charge to Licensee up to a maximum of sixteen (16) hours for each Licensed Program.
(c) If Licensee desires to continue support for Terri-Bite® as specified in this section following the first (1st) year of this Agreement, Licensee shall pay to Licensor the maintenance fee(s) set forth for Licensee on the Terri-Bite® Portal.
(d) Licensee acknowledges and agrees that access to Terri-Bite® is provided through hosting services of third parties over whom Licensor has no authority or control. Licensor is not responsible for performance or access problem unrelated to a substantial program error in Terri-Bite®.

9. DELIVERY OF LICENSED PROGRAMS
Licensor shall use its best efforts to deliver access to Terri-Bite® promptly after receipt of a fully executed copy of this Agreement.

10. WARRANTY DISCLAIMER
Licensor licenses, and Licensee accepts, the licensed programs “AS IS.” LICENSOR PROVIDES NO WARRANTIES AS TO THE FUNCTION OR USE OF THE LICENSED PROGRAMS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PROGRAM IS WITH LICENSEE. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED PROGRAMS WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED PROGRAMS WILL BE UNINTERRUPTED OR ERROR FREE.

11. PATENT AND COPYRIGHT INDEMNITY
Licensor will defend at its own expense any action brought against Licensee to the extent it is based on a claim that use of Terri-Bite® within the scope of the license granted hereunder infringe a United States patent, copyright or other proprietary right of a third party. Licensor will pay any costs, damages or attorney fees finally awarded against Licensee in such action which are attributable to such claim, provided Licensor is promptly notified in writing of such claim, may control the defense and/or settlement of such claim, and is provided with all requested assistance, information and authority. In the event that Terri-Bite® or any part thereof becomes, or in Licensor’s opinion is likely to become, the subject of a claim of infringement of a United States patent, copyright or trade secret, Licensor may at its option either secure Licensee’s right to continue using Terri-Bite®, replace or modify Terri-Bite® to make it not infringing, or provide Licensee with a refund of the license fee less depreciation on a five (5) year, straight-line basis. Licensor shall have no liability for any claim of patent, copyright or trade secret infringement based on the use of a Licensed Program in any form other than the original, unmodified form provided to Licensee or the use of a combination of Terri-Bite® with hardware, software or data not supplied by Licensor where the use of Terri-Bite® alone in its original, unmodified form would not constitute an infringement. The foregoing states Licensor’s entire liability for infringement or claims of infringement of patents, copyrights or other intellectual property right.

12. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER BASED IN EQUITY, CONTRACT, NEGLIGENCE. OTHER TORTIOUS ACTION. STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY) SHALL LICENSOR BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL, PUNITIVE, LOSS OF REVENUE, LOSS OF ANTICIPATED PROFITS, GOODWILL DIMINUTION OF VALUE, BUSINESS INTERRUPTION COSTS, OR ANY OTHER INTANGIBLE LOSSES ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH YOUR USE OF, OR RELIANCE UPON, THE TERRI-BITE® PORTAL AND ANY CONTENT CONTAINED THEREIN (EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES). TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER BASED IN EQUITY, CONTRACT, NEGLIGENCE, OTHER TORTIOUS ACTION, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY), SHALL LICENSOR, ITS OFFICERS, DIRECTORS, EMPLOYEES, SUBSIDIARIES, OR AFFILIATED COMPANIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF ANTICIPATED PROFITS, GOODWILL, DIMINUTION OF VALUE, BUSINESS INTERRUPTION COSTS, OR ANY OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING OUT OF, RELATED TO, CAUSED BY, OR RESULTING IN ANYWAY FROM (1) THE USE OF THE TERRI-BITE® PORTAL AND ANY CONTENT CONTAINED THEREIN; (2) THE INABILITY TO USE THE TERRI-BITE® PORTAL AND ANY CONTENT CONTAINED THEREIN; (3) MODIFICATION OF OR REMOVAL OF ANY PORTION OF THE TERRI-BITE® PORTAL AND ANY CONTENT CONTAINED THEREIN; (4) THESE TERMS OF USE; (5) THE ACCURACY, TIMELINESS, PERFORMANCE, COMPLETENESS, OR SUITABILITY OF THE TERRI-BITE® PORTAL AND ANY CONTENT CONTAINED THEREIN FOR ANY PARTICULAR PURPOSE; (6) DEFECTS IN THE TERRI-BITE® PORTAL AND ANY CONTENT CONTAINED THEREIN; (7) ERRORS, INACCURACIES, OR OMISSIONS IN THE TERRI-BITE® PORTAL AND ANY CONTENT CONTAINED THEREIN; (8) DAMAGE FROM ANY SECURITY BREACH OR ANY OTHER SECURITY INTRUSION, OR ANY VIRUS, BUGS, OTHER MALICIOUS SOFTWARE OR HARMFUL COMPONENTS, TAMPERING, INTERRUPTION, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE, OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION; (9) TERMINATION OF YOUR SUBSCRIPTION, OR, IG YOU ARE AN ENTITY, TERMINATION OF THE SUBSCRIPTIONS OF YOUR EMPLOYEES WHO ARE AUTHORIZED USERS; OR (10)THE USE OF ANY THIRD-PARTY WEBSITE REFERENCED OR LINKED FROM THE TERRI-BITE® PORTAL AND ANY CONTENT CONTAINED THEREIN, FURTHERMORE, NEITHER LICENSOR NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, SUBSIDIARIES, OR AFFILIATED COMPANIES SHALL BE LIABLE IN ANYWAY FOR THIRD-PARTY PRODUCTS AND SERVICES OFFERED THROUGH THE TERRI-BITE® PORTAL AND ANY CONTENT CONTAINED THEREIN. MOREOVER, LICENSOR AND ITS OFFICERS, DIRECTORS, EMPLOYEES, SUBSIDIARIES, OR AFFILIATED COMPANIES SHALL NOT BE LIABLE FOR ANY DAMAGE TO YOUR COMPUTER, DEVICE, HARDWARE, SOFTWARE, OR OTHER PROPERTY ARISING OUT OF, RELATED TO, CAUSED BY, OR RESULTING IN ANY WAY FROM ACCESS TO OR USE OF THE TERRI-BITE® PORTAL AND ANY CONTENT CONTAINED THEREIN. IN NO EVENT SHALL LICENSOR'S MAXIMUM AGGREGATE LIABILITY TO YOU FOR All DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, EXCEED THE LESSER OF(1) $1,000; OR (2) THE TOTAL AMOUNT, IF ANY, OF SUBSCRIPTION FEES PAID BY YOU TO ACCESS AND USE THE SERVICES DURING THE MONTH IMMEDIATELY PRECEDING THE BRINGING OF ANY CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, LICENSOR'S LIABILITY WILL BELIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

13. NOTICES
All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business date if sent after normal business hours of recipient; or (d) on the third (3rd) day after the date mailed, by certified or registered mail, return receipt requested, postage pre-paid. Such communications must be sent to the respective Parties at the addresses set forth on the first page of this Agreement or to such other address that may be designated by a Party from time to time during the term of this Agreement.

14. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related this Agreement or the matters contemplated hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Pennsylvania in each case located in the City and County of Philadelphia, Pennsylvania, or at the election of Licensor, in Bucks County, Pennsylvania, and each Party irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens.

15. FURTHER ASSURANCES
Each Party shall, on the reasonable request and at the sole cost and expense of the other Party, take, execute, acknowledge and deliver all such further acts, documents and instruments necessary to give full effect to this Agreement.

16. RELATIONSHIP OF THE PARTIES
Nothing contained in this Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between the Parties. The relationship between the Parties shall at all times be that of independent contractors. Neither Party shall have authority to contract for or bind the other in any manner whatsoever.

17. ENTIRE AGREEMENT
This Agreement, together with all exhibits attached hereto, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto. In the event of a conflict between the terms, provisions and conditions contained in the body of this Agreement and the terms, provisions and conditions contained on the Terri-Bite® Portal, the term, provisions and conditions contained on the Terri-Bite® Portal shall prevail. In no event shall the provisions of any purchase order or any associated documentation used by the Licensee, constitute a binding agreement between the Parties or serve to modify the provisions of this Agreement, regardless of any failure of the Licensor to object to any purchase order or associated documentation.

18. ASSIGNMENT
The Licensee shall not assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the Licensor. Any purported assignment or delegation in violation of this Paragraph shall be null and void.

19. SUCCESSORS
This Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective representatives, successors and assigns except as otherwise provided herein.

20. WAIVER
No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

21. SEVERABILITY
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

22. ATTORNEY’S FEES
In the event that Licensor institutes any legal suit, action or proceeding against Licensee arising out of or relating to this Agreement, and Licensor is the subtantially prevailing Party in the suit, action or proceeding, then Licensor shall be entitled to receive in addition to all other damages to which it may be entitled, the costs incurred by Licensor in conducting the suit, action or proceeding, including reasonable attorneys’ fees and expenses and court costs.

23. HEADINGS
The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

24. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission (to which a signed PDF copy is attached) shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

IN WITNESS WHEREOF, the Parties, by their duly authorized representatives, hereby agree to the foregoing terms and conditions, on the Effective Date, by affixing their signatures below.