Important Notice

The following terms of service apply to your use of the Liquid UI Client. Please read them carefully together with the Order and the Privacy Policy. In addition to agreeing to these Terms of Service, before you are entitled to use the Liquid UI Clients, you must enter into one or more separate orders ("Order(s)") with the Company governing payment and use parameters for Liquid UI Client. These Terms of Service, together with such Order(s), are collectively referred to as the "Agreement".

Synactive, Inc. (together with its affiliates, "Company") owns and operates a proprietary native iOS/Android/Windows CE application that connects to your SAP ERP system directly, as well as any modifications, enhancements, and/or derivative works thereof, including the websites used in connection with the foregoing (the "Liquid UI Client"). Company offers a full functionality version of Liquid UI Client for the Fees described herein and in each Order (number of users, length of service, the "Synactive Platform"). The term Liquid UI Client includes all versions thereof, including the Trial Editions. Company also provides associated services in connection with Liquid UI Client (the "Services").

These Terms of Service apply to any user of Liquid UI Client, which includes the entity completing and submitting the Order and/or registration information ("Customer") for Liquid UI Client account, as well as each Authorized User (defined in Section 1). If Customer does not accept all terms of the Agreement and Privacy Policy, then Customer may not use Liquid UI Client.

Use of Liquid UI Client

Company grants Customer and its Authorized Users a limited, nonexclusive, nontransferable license (without a right to sublicense) to access and use Liquid UI Client for the Subscription Term of the applicable Order solely for Customer's internal business, customer relations, and management purposes in connection with the Permitted Use. "Permitted Use" means Customer's use of Liquid UI Client and Services to manage and perform transactions on Customer's SAP ERP system, including but not limited to printing, scanning, and use of the camera to upload images, to enable connections to SAP ERP directly from Authorized Users' phones and tablets. "Authorized Users" are those individuals who are Customer employees or contractors and who Customer authorizes to use Liquid UI Client.

Customer is responsible for all use of Liquid UI Client by its Authorized Users and agrees that it will not provide or permit access to Liquid UI Client (including, without limitation, the user interface and reporting) to anyone other than Authorized Users who require such access to do their job. Customer will enable Liquid UI Client to access only those systems of Customer or any third party for which Customer has all necessary rights and authority.

Customer shall not, and shall not allow its Authorized Users to:

• (i) copy, reverse engineer, modify, decompile, or disassemble Liquid UI Client;
• (ii) attempt to probe, scan, penetrate, breach, or test the vulnerability of any system or network or Liquid UI Client's security or authentication measures, whether by passive or intrusive techniques.

Customer may use Liquid UI Client only for the Permitted Use, in accordance with all applicable laws, rules, and regulations (collectively, "Applicable Laws"). All right, title, and interest in and to Liquid UI Client will remain Company's sole and exclusive property. Company will use commercially reasonable efforts to correct material defects in Liquid UI Client that have been brought to its attention, provided that such defects: (a) are sufficiently described in writing and reproducible by Company under test conditions at Company's facility, and (b) are not the result of any Liquid UI Client use not consistent with this Agreement and/or user instructions.

Fees

Customer will pay all fees outlined in the applicable Order (the "Fees"). Customer will pay Fees using the payment method specified in the Order, including by authorizing payment by a valid credit card by completing and submitting to Company the credit card authorization form attached to the Order. Upon approval by Company of such credit card authorization, the Fees will be charged to Customer's credit card. Any change in payment method will require the parties to execute a new or amended Order, and may require a change in frequency of payment. If the invoice payment method is selected in the Order, Fees are due thirty (30) days from invoice date. Customer agrees and understands that failure to pay all Fees owed when due will entitle Company to suspend access to Liquid UI Client, terminate the Agreement, and/or refer any past due balance to a collection agency and/or attorney.

The Fees do not include any applicable taxes on the Customer's use of Liquid UI Client and the Services. To the extent it is determined that any taxes, including without limitation, sales or use taxes, ad valorem taxes, duties, licenses, or levies (excluding taxes based on Company's income) are imposed on the sale or use of Liquid UI Client and the Services by Customer:

• (a) Customer shall pay to the taxing authorities all such charges as timely as levied by taxing authorities; or
• (b) If Company has the legal obligation to pay for which Customer is responsible as a result of the license of Liquid UI Client and/or Services hereunder, Customer will reimburse Company for the full amount thereof within thirty (30) days of invoice date, and in the cases of clause (a) and (b) without deduction from the Fees owed, or
• (c) Customer shall timely provide Company with a valid tax exemption certificate acceptable to the relevant taxing authorities.

Term; Termination

The term of these Terms of Service (the "Term") will begin on the date of Customer acceptance of these Terms of Service and will continue for the stated term of any Order entered into by the parties, subject to earlier termination as provided herein and/or in an Order. The term of each Order (the "Subscription Term") will begin on the Subscription Start Date and end on the Subscription End Date as stated in such Order (the "Initial Subscription Term"), subject to earlier termination as provided herein and/or in such Order.

The Initial Subscription Term shall automatically renew for subsequent term(s) for a duration equal to the Initial Subscription Term ("Renewal Subscription Term"), unless either party gives the other party notice of non-renewal at least sixty (60) days before the end of the then-current Initial Subscription Term or Renewal Subscription Term. Company shall have the right to increase the Fees for each Renewal Subscription Term by an amount not to exceed 5% of the applicable Fees for the prior Subscription Term.

Either party may terminate the Agreement in the event of a material breach by the other party, which is not cured within thirty (30) days after receipt of notice describing such breach; provided that any breach of Sections 1 or 2 will have a five (5) day cure period. Notices of termination or non-renewal are effective only if given by a Customer employee with authority to make such an election. Any attempt by Customer to terminate the Agreement except as permitted herein, will be of no force or effect; Customer will continue to have access to and use of Liquid UI Client hereunder and will remain liable for the Fee throughout the Term.

Company may disable Customer's access code and suspend its access to Liquid UI Client at any time in the event Company reasonably suspects there has been a violation of Section 1 or 2, or if the provision of Services and/or use of Liquid UI Client results in high levels of complaints or other negative results, as determined by Company in its reasonable discretion, and in such event, Company will use reasonable efforts to give Customer notice after such suspension.

Upon termination or expiration of the Agreement for any reason (a) Customer and its Authorized Users will cease to have access to and use of Liquid UI Client and Services; (b) upon receipt of a Customer request within thirty (30) days of termination or expiration; and (c) the last sentence of this Section 3, and Sections 4 - 8 will survive, as well as any other provisions which by their terms or sense are intended to survive.

Limitation of Liability

To the maximum extent permitted under applicable laws, under no circumstances, including negligence, shall Company and its directors, officers, employees, or agents be liable for any incidental, special or consequential damages (including damages for loss of business profits, business interruption, loss of business information and the like) arising out of the use of or inability to use the software or its documentation, even if Company or its authorized representative has been advised of the possibility of such damages. In no event shall Company's total liability to Customer for all damages, losses, and causes of action (whether in contract, tort, including negligence, or otherwise) arising out of the use of or inability to use the software or its documentation, exceed the amount paid by Customer for the Software and its documentation.

Warranty Disclaimer

Liquid UI Client and Services are provided strictly on an "as is" and "as available" basis. Company entities disclaim all warranties, either express or implied, including warranties of merchantability, title, and fitness for any particular purpose. Company entities do not make any guarantees, representations, or warranties regarding the accuracy or completeness of any data collected or transmitted via Liquid UI Client and/or Services; compatibility or interoperability of Liquid UI Client with Customer's systems, including without limitation Customer's client relationship management software; or for the quality or effectiveness of any communications through Liquid UI Client or Services. Company entities make no representation that the operation of Liquid UI Client or Services will be uninterrupted or error-free. Company entities provide no assurances that Customer will achieve any specific business results from use of Liquid UI Client and/or Services. Customer has independently evaluated the desirability of the transactions contemplated by this Agreement and is not relying on any representation, guarantee, or statement other than as expressly set forth herein.

Indemnification

Customer agrees to indemnify, defend and hold harmless the Company Entities from and against any damages, losses, costs (including reasonable attorneys' fees), or other expenses arising from third party claims, actions, suits or proceedings against any Company Entity (a) alleging Customer's or its Authorized Users' breach of this Agreement, including allegations of use of Liquid UI Client or Services in any manner not permitted hereunder.

Company agrees to indemnify, defend and hold harmless Customer Entities from and against any damages, losses, costs (including reasonable attorneys' fees), or other expenses arising from third party claims, actions, suits or proceedings against any Customer Entity (x) alleging that Liquid UI Client when used by Company and its Authorized Users solely as permitted by this Agreement infringes any U.S. copyright, trademark or trade secret, or (y) alleging Company's breach of Section 2 of this Terms of Service.

The party seeking indemnity ("Indemnified Party") will give the party from whom indemnity is sought ("Indemnifying Party") timely written notice of the claim for which indemnity is sought and control of the disposition thereof; provided, that failure to give timely notice will not relieve the Indemnifying Party of its obligations except to the extent that such untimely notice materially impairs the Indemnifying Party's ability to defend such claim. The Indemnified Party will cooperate with the Indemnifying Party's reasonable requests (at the Indemnifying Party's expense) in connection with the defense and settlement of such claim. Neither party will settle any claim for which indemnity is sought unless: (i) such settlement includes an unconditional release of the other party from all liability on the claim, or (ii) the other party gives its prior written consent, not to be unreasonably withheld. The indemnity provided under this section shall not apply to any version of Liquid UI Client other than the most recent version, nor to any claim of infringement arising from Customer's modification of the Liquid UI Client or from the combination of the Software with other software not licensed by Company.

Confidentiality; Publicity

"Confidential Information" means: (i) business or technical information, including product plans, designs, source code, finances, marketing plans, business opportunities, personnel, research, development or know-how of the disclosing party and third party information that the disclosing party is obligated to keep confidential; (ii) information designated as "confidential" or "proprietary" or which, under the circumstances taken as a whole, reasonably should be understood to be confidential; and (iii) the financial terms of this Agreement. In addition, Liquid UI Client, all details about the uses, functionalities, or other aspects of Liquid UI Client (including user interface, screenshots, and specific features of Liquid UI Client) are Company's Confidential Information, and Customer Data is the Customer's Confidential Information.

Confidential Information shall not include information which: (a) is or becomes generally available to the public other than as a result of wrongful disclosure by the receiving party; (b) is or becomes available to the receiving party on a non-confidential basis by a third party that rightfully possesses the Confidential Information and has the legal right to make such disclosure; or (c) is developed independently by the receiving party without use of the disclosing party's Confidential Information and by persons without access to such information.

The receiving party shall use measures at least as protective as those it uses for its own confidential information (but no less than reasonable measures) to keep confidential and not to disclose to any third party any Confidential Information of the disclosing party, except to those of the receiving party's agents, representatives and employees (collectively, "representatives") who need to know such Confidential Information, who are informed of the confidential nature of the Confidential Information and who agree to be bound by terms of confidentiality at least as protective as those in this Agreement. The receiving party shall not use any Confidential Information, directly or indirectly, for any purpose other than as necessary to perform its obligations and exercise its rights under this Agreement. Each party shall be responsible for any breach of this Agreement by its representatives, which for purposes of Customer will include its Authorized Users. If a receiving party becomes legally compelled to disclose any Confidential Information, it shall provide the disclosing party with prompt prior written notice to the extent legally permitted and assistance (at the disclosing party's expense) in obtaining a protective order. Customer grants Company the right without compensation to use Customer comments relating to Liquid UI Client and Service in connection with testimonials, quotes, for publication, and to use Customer's name and logo in Company's client list and marketing materials.

Miscellaneous

(a) The Company may modify these Terms of Service at any time and in its sole discretion and will notify Customer of such modification via (i) email to the contact email provided by Customer; (ii) by presenting the new Terms of Service in its entirety at the time Customer next logs into Liquid UI Client; or (iii) by posting the revised Terms of Service within Liquid UI Client or website. Changes to these Terms of Service shall be effective five (5) days after provision of notice by any of the methods provided above, regardless of whether Customer actually receives any notification. Customer is responsible for checking its account on Liquid UI Client regularly and for ensuring that any contact information, credit card information, or other information that it provides to the Company is current and accurate. Customer's continued use of Liquid UI Client after notice of modifications as provided above shall be deemed to be Customer's continued acceptance of these Terms of Service, including any amendments and modifications. If a modification is unacceptable to Customer, Customer may terminate the Agreement by giving notice within the five (5) day period specified above.

(b) Neither party will be liable for, nor considered in breach of or default under this Agreement on account of any delay or failure to perform its obligations under this Agreement as a result of any causes or conditions that are beyond such party's reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence.

(c) The failure of either party to enforce any provision of this Agreement will not constitute a waiver of such party's rights to enforce the provision subsequently, and a waiver of breach shall not be a waiver of any other or subsequent breach. A party's remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity.

(d) Customer may not assign any of the rights granted under this Agreement without Company's prior written consent, and any attempted assignment without such consent will be null and void.

(e) This Agreement represents the entire agreement between the parties with respect to the matters set forth herein. It supersedes any prior or contemporaneous agreements relating thereto, including, without limitation, any non-disclosure agreement, PO, vendor registration, etc. If any provision of these Terms of Service conflicts with an Order, the terms of the Order will prevail with respect to the Services ordered under such Order.

(f) This Agreement will be interpreted, construed, and enforced in all respects in accordance with the laws of the State of California, without reference to its choice of law rules. Each party agrees that any actions brought to enforce this Agreement or resolve any dispute arising out of or relating to this Agreement, Liquid UI Client, or the Services shall be settled by binding arbitration before the American Arbitration Association ("AAA") in accordance with the then-current Commercial Arbitration Rules of the AAA, with such proceeding to be conducted in San Mateo County, CA. Any award shall be final and binding, and judgment thereon may be entered in any court of competent jurisdiction. Each party will bear its own cost of arbitration. The foregoing will not preclude any party from seeking injunctive relief to protect its rights pending arbitration.

(g) If any provision of this Agreement is held invalid, such determination will not affect the remaining portions of this Agreement, and the affected provisions shall be interpreted and enforced to the full extent possible to carry out the intent of such provision.

(h) Any notice to Company must be in writing and sent to Synactive, Inc., 1065 E Hillsdale Blvd, Ste 225, Foster City, CA 94404, Attn: Legal, or such other address as Company may give notice of pursuant to this section, and such notices shall be sent by U.S. first-class registered mail, overnight delivery service, or in person. Company may provide electronic notices to Customer by general notice via Liquid UI Client and may give electronic notices specific to Customer by email to Customer's email address(es) on record in Customer's account information for Liquid UI Client.