OUIDO SOFTWARE, LLC (“OUIDO”)

Software as a Service Agreement

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING AND USING OUIDO’S PROJECT MANAGEMENT SOFTWARE SERVICE (THE “SERVICES”), WHICH ARE PROVIDED THROUGH THE WEBSITE LOCATED AT WWW.OUIDOSOFTWARE.COM.

THE TERMS AND CONDITIONS OF THIS SOFTWARE AS A SERVICE AGREEMENT (THE “AGREEMENT”) GOVERN USE OF THE SERVICES UNLESS YOU HAVE EXECUTED A SEPARATE AGREEMENT WITH OUIDO GOVERNING USE OF THE SERVICES.

OUIDO is willing to provide the Services to you only upon the condition that you accept all the terms contained in this Agreement. By accessing or using the Services, you have indicated that you understand this Agreement and accept all of its terms. If you are accepting the terms of this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the terms of this Agreement, and, in such event, “you” and “your” will refer to that company or other legal entity. If you do not accept all of the terms of this Agreement, then you must not accept this Agreement and you may not use the Services.

1. Services. Subject to your compliance with the terms and conditions of this Agreement, OUIDO will provide the Services, and you may access and use the Services, solely for your internal evaluation of the Services. Such access and use is expressly limited to you.

2. Restrictions. You shall not attempt to interfere with or disrupt the Services or any OUIDO or third party software used by the OUIDO to provide the Services (the “Software”) or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the Services). You shall not allow access to or use of the Services by anyone other than yourself or other Authorized Users. If you accepted the terms of this Agreement on behalf of a company or other legal entity, any employees of such company or other legal entity who have been assigned unique username-password combinations to access and use the Services and registered online to access and use the Services are “Authorized Users.” You shall not: (a) copy, modify or distribute any portion of the Services or Software; (b) rent, lease, or provide access to the Services on a time-share or service bureau basis; or (c) transfer any of your rights hereunder.

3. Acceptable Use Policies. You shall use the Services exclusively for authorized and legal purposes, consistent with all applicable laws, regulations and the rights of others. You shall keep confidential and not disclose to any third parties any user identifications, account numbers and account profiles. You acknowledge that the Services are not designed, intended or authorized for use in hazardous or mission-critical circumstances or for uses requiring fail-safe performance such as the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control systems or weapons control systems, or where failure could lead to death, personal injury or environmental damage. You shall not use the Services for such purposes or under such circumstances.

4. Data Maintenance and Backup Procedures. In the event of any loss or corruption of your proprietary data and information input into and/or stored by the Services (the “Customer Data”), OUIDO shall use its commercially reasonable efforts to restore the lost or corrupted Customer Data from the latest backup of such Customer Data maintained by OUIDO in accordance with OUIDO’s archival procedure. OUIDO shall not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of Customer Data caused by any third party. OUIDO’S EFFORTS TO RESTORE LOST OR CORRUPTED CUSTOMER DATA PURSUANT TO THIS SECTION 4 SHALL CONSTITUTE OUIDO’S SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF CUSTOMER DATA.

5. Your Obligations. You shall at all times: (a) provide OUIDO with good faith cooperation and access to such information, facilities, and equipment as may be reasonably required by OUIDO in order to provide the Services, including, but not limited to, providing Customer Data, security access, information, and software interfaces to your business applications; (b) comply with the terms and conditions of this Agreement, (c) notify OUIDO of any suspected or alleged violation of the terms and conditions of this Agreement; and (d) cooperate with OUIDO with respect to investigation by OUIDO of any suspected or alleged violation of this Agreement and any action by OUIDO to enforce the terms and conditions of this Agreement. OUIDO may suspend or terminate your access to the Services in the event that OUIDO reasonably determines that you have violated the terms and conditions of this Agreement. You agree to pay OUIDO the non-refundable fees as set forth in Billing Information portion of the registration process (“Fees”). OUIDO reserves the right to change the Fees upon sixty (60) days’ prior notice to You (which may be sent by email). OUIDO will issue monthly invoices to You during the term of this Agreement, and You will pay all amounts set forth on any such invoice no later than thirty (30) days after the date of such invoice. If You have signed up for automatic billing, OUIDO will charge the selected payment method (such as a credit card, debit card, gift card/code) for any Fees on the applicable payment date, including any applicable taxes. If You fail to make any payment when due, late charges will accrue at the rate of 1.0% per month or, if lower, the highest rate permitted by applicable law and OUIDO may suspend Services until all payments are made in full. You will reimburse OUIDO for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest. You are responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by You to OUIDO hereunder, other than any taxes imposed on OUIDO’s income.

6. Telecommunications and Internet Services. You acknowledge and agree that your use of the Services is dependent upon access to Internet services. You are solely responsible for acquiring and maintaining all Internet services and other hardware and software required to access and use the Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. OUIDO shall not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services.

7. Ownership. As between OUIDO and you, the Services and Software (and all copies of the Software), and all patent rights, copyrights, moral rights, trade secrets, know-how and any other intellectual property rights recognized in any country or jurisdiction in the world (“Intellectual Property Rights”) therein or relating thereto, are and shall remain the exclusive property of OUIDO or its licensors.

8. Confidentiality. “Confidential Information” means, with respect to OUIDO: (a) the Services and Software, whether in source or executable code, documentation, non-public business information, including, without limitation, financial information, pricing, business plans, techniques, methods, processes and the results of any performance test of the Services or Software; (b) any written, machine-reproducible and/or visual materials that are clearly labeled as proprietary, confidential or with words of similar meaning, and any other information the nature of which would reasonably be expected to be proprietary or confidential; and (c) the specific terms and conditions of this Agreement. With respect to you, “Confidential Information” means: (y) your Customer Data; and (z) the specific terms and conditions of this Agreement. Confidential Information will not include information in the public domain through no fault of the receiving party or that is independently developed by a party without reference to Confidential Information of the other party. The parties will not use the Confidential Information of one another except as necessary for the performance of this Agreement and will not disclose such Confidential Information to any third party. The parties will use all reasonable efforts to maintain the confidentiality of one another’s Confidential Information, but in no event less than the efforts that it ordinarily uses with respect to its own proprietary information of similar importance. The foregoing obligations will not restrict the parties from disclosing Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the parties give reasonable notice to one another to enable them to contest the order or requirement. In addition, OUIDO may disclose this Agreement to its advisors, accountants, attorneys, current and prospective investors and potential acquirers, provided that any such third parties shall execute a binding agreement to keep such information confidential or be subject to a professional obligation to maintain the confidentiality of such information.

9. No Warranty. The Services and Software are provided “as is,” without warranty of any kind, either express or implied. You assume sole responsibility and liability for results obtained from the use of the Services and for conclusions drawn from such use. OUIDO shall have no liability for any claims, losses, or damage caused by errors or omissions in any information provided to OUIDO by you in connection with the Services or any actions taken by OUIDO at your direction. OUIDO shall have no liability for any claims, losses or damages arising out of or in connection with your use of any third-party products, services, software or websites that are accessed via links from within the Services.

OUIDO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR THE SOFTWARE. WITHOUT LIMITING THE FOREGOING, OUIDO DISCLAIMS ANY WARRANTY THAT THE SERVICES WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. OUIDO FURTHER DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE SERVICES AS TO MERCHANTABILITY, ACCURACY OF ANY INFORMATION PROVIDED, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. OUIDO FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM OUIDO OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY.

10. Term. This Agreement commences on the date you accept it and continues month to month for as long as you use the software, unless terminated earlier as provided in this Agreement.

11. Termination. Either party may terminate this Agreement (a) if the other party materially breaches this Agreement and fails to correct the breach within thirty (30) days following written notice specifying the breach; or (b) upon thirty (30) days’ written notice, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

12. Effect of Termination. Upon expiration or termination of this Agreement, your right to access and use the Services and Software shall immediately terminate, you shall immediately cease all use of the Services and Software, and each party shall return and make no further use of any Confidential Information, materials, or other items (and all copies thereof) belonging to the other party. OUIDO may, at its option, retain, destroy or otherwise dispose of any Customer Data in its possession unless OUIDO receives, no later than ten (10) days after the effective date of the expiration or termination of this Agreement, a written request for the delivery to you of the then-most recent back-up of the Customer Data. OUIDO will use all reasonable efforts to deliver the back-up to you within thirty (30) days of its receipt of such a written request. You shall pay all reasonable expenses incurred by OUIDO in returning Customer Data to you. The rights and obligations of OUIDO and you contained in Sections 7 (Ownership), 8 (Confidentiality), 9 (No Warranty), 12 (Effect of Termination), 13 (Indemnification by You), 14 (Indemnification by OUIDO), 15 (Limitation of Liability), and 16 (General) shall survive any expiration or termination of this Agreement.

13. Indemnification by You. You shall defend (or settle), indemnify and hold harmless OUIDO, its officers, directors and employees, from and against any liabilities, losses, damages and expenses, including court costs and reasonable attorneys’ fees, arising out of or in connection with any third-party claim that: (a) a third party has suffered injury, damage or loss resulting from your use of the Services or Software (other than any claim for which OUIDO is responsible under Section 14); or (b) you have used the Services in a manner that violates Sections 2 or 3 of this Agreement. Your obligations under this Section 13 are contingent upon: (x) OUIDO providing you with prompt written notice of such claim; (y) OUIDO providing reasonable cooperation to you, at your expense, in the defense and settlement of such claim; and (z) you having sole authority to defend or settle such claim.

14. Indemnification by OUIDO. OUIDO shall defend (or settle) any suit or action brought against you to the extent that it is based upon a claim that the Services or Software infringe or misappropriate the Intellectual Property Rights of any third party, and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are awarded against you. OUIDO’s obligations under this Section 14 are contingent upon: (a) you providing OUIDO with prompt written notice of such claim; (b) you providing reasonable cooperation to OUIDO, at OUIDO’s expense, in the defense and settlement of such claim; and (c) OUIDO having sole authority to defend or settle such claim. In the event that OUIDO’s right to provide the Services is enjoined or in OUIDO’s reasonable opinion is likely to be enjoined, OUIDO may obtain the right to continue providing the Services, replace or modify the Services so that they become non-infringing, or, if such remedies are not reasonably available, terminate this Agreement without liability to you. THE FOREGOING STATES THE ENTIRE OBLIGATION OF OUIDO AND ITS LICENSORS WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BY THE SERVICES AND SOFTWARE. OUIDO shall have no liability under this Section 14 to the extent that any third-party claims described herein are based on use of the Services or Software in a manner that violates this Agreement or the instructions given to you by OUIDO.

15. Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A BREACH OF SECTIONS 2 (RESTRICTIONS), 3 (ACCEPTABLE USE POLICIES) OR 8 (CONFIDENTIALITY), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE.

Notwithstanding any other provisions of this Agreement, in no event shall OUIDO’s aggregate liability to YOU and any Third party in connection with this Agreement OR YOUR ACCESS TO AND USE OF THE SERVICES OR SOFTWARE exceed the total fees paid by YOU IN THE TWELVE (12) MONTH PERIOD PRECEEDING THE CLAIM OR ACTION, regardless of the form OR THEORY of THE claim or action.

16. General. This Agreement will be governed by and construed in accordance with the laws of the State of Montana, without regard to or application of conflict of laws rules or principles. You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without OUIDO’s prior written consent, and any attempt by you to do so, without such consent, will be void. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. All notices or approvals required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible, and the other provisions will remain in full force and effect. This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless you and OUIDO have executed a separate agreement.