SOFTWARE TERMS AND CONDITIONS AGREEMENT

FOR THE VDR GROUP CONNECTOR TECHNOLOGY AND PRODUCTS

THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN THE VDR GROUP, INC. (“VDR”) AND YOU (“CUSTOMER”). YOU SHOULD READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE USING THE ASSOCIATED SOFTWARE AND DOCUMENTATION WHICH MAY BE IN PRINTED OR ELECTRONIC FORM (TOGETHER THE “LICENSED PRODUCT”).  BY INSTALLING THE LICENSED PRODUCT AND USING ANY ACCOMPANYING DOCUMENTATION, YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS AGREEMENT. 

1. GRANT OF LICENSE; RESTRICTIONS ON USE.  vdR grants to Customer a non-exclusive, non-transferable, non-assignable license (“License”) to operate and use the Licensed Product during the Subscription Period as defined in Section 3 below, in object code only, in the internal operations of Customer.  The Licensed Product may include components of third party products and such third parties shall be beneficiaries to this Agreement.  The License granted herein does not include the right to use these components separate and apart from the Licensed Product.  Customer’s use of these components shall be limited to that required for the use of the Licensed Product as set forth in the Documentation.  Customer may use the Licensed Product in accordance with this Agreement.  The Licensed Product shall include components which may be installed on any number of computers owned by Customer.  The Licensed Product may be used by an individual employed by the Customer (the “User”) who may use the Licensed Product concurrently with other Users provided that the number of Users at any one time does not exceed the Customer’s number of concurrent User Licenses. The Licensed Product shall only be used by the number of concurrent Users licensed to Customer for which Customer has made proper and timely payment.  Customer shall be required to increase the total number of concurrent User Licenses to adhere to that aforementioned requirement through the payment of additional license fees to vdR or its resale partners. 

2. TEMPORARY EVALUATION LICENSE.  In the event whereby the Licensed Product is being provided to Customer in order to evaluate the technology for a defined period of time prior to committing to a License, vdR hereby grants Customer a temporary, non-exclusive non-assignable limited license to use and evaluate the vdR Licensed Product (“Evaluation License”), for a period ending on the expiration date as agreed upon with Customer but in no event more than 90 days from installation date (the “Evaluation Period”).  Any extension of the Evaluation Period will be at the sole discretion of vdR.  Customer understands and acknowledges that use of the Licensed Product is limited to non-production use.  Under no circumstances may the Licensed Product be used for production and/or implementation to any User.

3. TERM.  The License granted hereunder is effective upon Customer’s initial order of the Licensed Product and shall continue for a period of twelve consecutive months from the initial delivery (the “Subscription Period”).  The License of Licensed Product shall renew automatically unless Customer  

informs vdR or its sales partner in writing at least thirty (30) calendar days before automatic renewal.  At the end of the Subscription Period or upon termination of this Agreement, Customer shall pay all sums owed and either return or destroy and delete from its data systems the Licensed Product.  Customer shall provide a certification in writing by an officer of Customer that all copies and system recovery copies thereof have been destroyed and deleted from its data systems and are no longer in use. 

4. PROPRIETARY RIGHTS; NONDISCLOSURE.  vdR, or its respective licensors, shall retain all copyright, trademarks, patent, trade secret and other intellectual or industrial property rights in and to the Licensed Product.  The Licensed Product include schema, a data structure created by vdR and embedded in the Licensed Product.  Customer shall have no right to modify or disclose the schema without the express written authorization of vdR.  vdR may update or modify schema in new versions of the Licensed Product.  The Licensed Product is confidential and proprietary information and is a trade secret of vdR or its respective third party licensor(s) and is disclosed to Customer in confidence and Customer shall take all reasonable precautions to protect and maintain the confidentiality of the Licensed Product, including at a minimum, those precautions Customer employs to protect its own confidential information.  Customer shall limit use of and access to the Licensed Product to Customer's employees and consultants who are directly involved in the utilization of the Licensed Product and shall enter into appropriate written agreements with its employees and consultants to prevent the unauthorized use, disclosure or copying of the Licensed Product.  Customer agrees not to disclose the results of any tests of the Licensed Product outside of Customer’s company, except to vdR or its sales partner, and agrees not to duplicate or use, in whole or in part, any such tests or results for any purpose other than the evaluation of the Licensed Product for internal purposes without the express written consent of vdR.  Customer shall be allowed to make a single copy of the Licensed Product for back up purposes only.  Customer shall not make any derivative works or cause or permit decompilation, disassembly or attempt in any way to reverse engineer the Licensed Product or to develop a competing product using, embodying or based upon the Licensed Product.  vdR shall retain all right, title and interest in all know-how, ideas, algorithms, techniques, concepts, findings or other information developed, produced, or created by vdR in connection with the provision of consulting services (“Consulting Product”).  Customer shall be granted a non-exclusive, non-transferable, non-assignable license to use the Consulting Product in accordance with the terms and conditions of this Agreement.  Nothing in this Agreement shall preclude vdR from providing consulting services to other customers involving programs, processes or materials that are similar to or competitive with any programs, processes or for which consulting services were provided to Customer pursuant to this Agreement. 

5. LIMITED WARRANTY; EXCEPTIONS AND DISCLAIMERS.  vdR warrants for Customer’s benefit alone, that at the time of delivery, the Licensed Product will conform substantially to the applicable Documentation accompanying the Licensed Product.  Customer’s exclusive remedy and vdR’s sole responsibility under this warranty shall be for vdR to use reasonable efforts to remedy any failure of the Licensed Product to conform to such Documentation provided Customer has reported in writing to vdR the claimed failure within a thirty (30) day period following delivery of the Licensed Product (the “Warranty Period”).  In addition, vdR shall have no liability under the foregoing warranty if (i) Customer or anyone else modifies the Licensed Product without vdR’s prior written consent, (ii) the failure to conform is caused in whole or part by persons other than vdR or by products, equipment or computer programs not furnished by vdR.  vdR does not warrant that use of the Licensed Product will be uninterrupted or error free. 

LIMITATION OF WARRANTY.  THE LIMITED EXPRESS WARRANTIES SET FORTH IN THIS SECTION 5 ARE THE ONLY WARRANTIES PROVIDED BY VDR WITH RESPECT TO THE LICENSED PRODUCT.  VDR MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED, OR ARISING BY CUSTOM, TRADE USAGE OR STATUTE.  VDR SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.  CUSTOMER MAY HAVE CERTAIN STATUTORY RIGHTS TO WHICH THESE EXCLUSIONS DO NOT APPLY, HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE WARRANTY PERIOD SET FORTH IN THIS SECTION 5.  MOREOVER, IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. THE VDR GROUP’S EXPRESS WARRANTIES SHALL NOT BE ENLARGED, DIMINISHED OR AFFECTED BY, AND NO OBLIGATION OR LIABILITY SHALL ARISE OUT OF, VDR RENDERING OF TECHNICAL OR OTHER ADVICE OR SERVICE IN CONNECTION WITH THE LICENSED PRODUCT. 

6. MAINTENANCE SUPPORT SERVICES.  vdR will provide maintenance support services during the Subscription Term including error correction and the provision of new releases for the Licensed Product in conformance with vdR’s then current standard maintenance support policy.  Customer shall implement all error corrections, enhancements and updates provided to Customer by vdR.  If during the Subscription Term vdR determines that an error or problem with the Licensed Product is due to (i) a modification of the Licensed Product by Customer, (ii) Customer’s failure to promptly implement all error corrections, enhancements or updates provided by vdR, or (iii) Customer’s failure to comply with vdR’s then current standard maintenance policy, then the time and expense associated with the services rendered by vdR to correct such error shall be payable by Customer in accordance with vdR’s current consulting pricing.  Any new releases provided by vdR shall be considered Licensed Product and shall be governed in accordance with the terms and conditions of this Agreement. 

7. LIMITATION OF LIABILITY.  THE MAXIMUM LIABILTY OF VDR TO CUSTOMER OR ANY OTHER PARTY ARISING OUT OF OR RELATED TO THE CREATION, LICENSE, SUPPLY, OR USE OF THE LICENSED PRODUCT, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE SUBSCRIPTION FEE AS PAID TO VDR OR ITS SALES PARTNER FROM CUSTOMER FOR THE LICENSED PRODUCT IN ACCORDANCE WITH THE PAYMENT TERMS. IN THE CASE OF AN EVALUATION LICENSE WHERE THE CUSTOMER IS NOT OBLIGATED TO MAKE ANY PAYMENT DURING THE EVALUATION PERIOD, VDR’S MAXIMUM LIABILITY SHALL BE ZERO.  REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL VDR OR ITS LICENSORS BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR DAMAGES FOR ANY BUSINESS INTERRUPTION ARISING OUT OF THIS AGREEMENT OR THE CREATION, LICENSE OR SUPPLYING OF THE LICENSED PRODUCT AND ANY SERVICES, EVEN IF THE VDR GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  PORTIONS OF THE LICENSED PRODUCT ARE DERIVED FROM THIRD PARTY SOFTWARE LICENSED TO THE VDR GROUP AND NO SUCH THIRD PARTIES WARRANT THE LICENSED PRODUCT OR ASSUME ANY LIABILITY REGARDING USE OF THE LICENSED PRODUCT 

8. PAYMENT.  All Licensed Product fees, shipping and handling, if any, in connection with this Agreement, will be billed to and paid in full by Customer in U.S. Dollars within 30 days of issuance of vdR or its sales partner invoice to Customer.  Customer shall pay as interest the lesser of 1 ½ % per month or the highest rate allowable by law, on all sums hereunder which remain unpaid thirty (30) days after due, such interest will automatically commence on the due date, plus reasonable attorney's fees and costs incurred by vdR in collecting overdue amounts and in enforcing this Agreement.  Licensed Product fees and other charges do not include any taxes.  If vdR or its sales partner is required to pay any taxes in connection with this Agreement, such taxes will be billed to and paid by Customer or the amount due shall be grossed-up to provide vdR or its sales partner that same amount after such tax as it would have received without the imposition of such tax. 

9. U.S. GOVERNMENT RESTRICTED RIGHTS.  If the Licensed Product is supplied to the Department of Defense (DOD), the Licensed Product is subject to “Restricted Rights” as that term is defined in the DOD Supplement of the Federal Acquisition Regulations (“DFAR”) in paragraph 252.2277013 and subparagraphs (c)(1) and (2).  If the Licensed Product is supplied to any other agency of the United States Government other than the DOD, the Government’s rights in the Licensed Product will be as defined in paragraph 52.227-19(c)(2) of the Federal Acquisition Regulations (“FAR”).  Use, duplication, reproduction or disclosure by the Government is subject to such restrictions.  Contractor/Manufacturer is: The vdR Group Incorporated, located at 1592 North Batavia, Orange, CA.

10. EXPORT CONTROL.  Customer shall comply with all laws, rules and regulations of the United States governing export of goods and information from the United States, including without limitation the Export Administration Regulations of the United States (15C.F.R. parts 368-399, January 1988) as such may be amended and in force from time to time, and the terms of any licenses or permits obtained by Customer.  Without limiting the generality of the foregoing, Customer shall not export, directly or indirectly the Licensed Product or any information relating thereto from the United States to any country for which the United States government or any agency that requires an export license or other approval without first obtaining same from vdR. 

11. RIGHT TO AUDIT.  Any time after the end of each Subscription Term or the Evaluation Period, vdR shall have the right and shall be given required access to allow its employees or designated third parties to audit the number of Users of the Licensed Product during the period such Licensed Product have been in use by Customer and the compliance with this Subscription Agreement.  vdR shall request access to such data in writing and shall be provided access within a reasonable time period but not more than 30 days.  As a possible alternative, Customer may provide such data and shall provide a written certification signed by an officer of the Customer that the data is accurate and complete.  This data will be used to determine the number of Users during the subsequent Subscription Period and shall be the basis for the pricing of the next twelve month License.  Determination of whether Customer certification is an acceptable possible alternative will be made by vdR at its sole discretion.  vdR shall retain the audit rights detailed above even if it accepts the Customer certification of usage data for renewal purposes.  vdR shall be entitled to a retroactive price adjustment if the actual number of Users during a completed Subscription Term exceeded the number of Users for which the Customer was licensed. 

12. GOVERNING LAW.  This Agreement shall be deemed to be made and entered into pursuant to the laws of the State of California, United States of America. 

[END OF LICENSE] August 2016