SERVICES & LICENSE AGREEMENT

-between-

Origami Software Corp, ("Company")

-and-

The organization this quote was addressed to, ("Client")

This Services & License Agreement (the "Agreement") is effective as of the date the quote has been signed ("Effective Date").

1. Grant of License

1.1 Rights Granted. Company hereby grants to Client a limited, world-wide, perpetual, paid-up, royalty-free, non-transferable, non-exclusive license to use, access, execute and display (the "License") the "Origami" software ("Licensed Software") during the Term.

1.2 Limitations on Use. During the term, except as otherwise provided for herein, Client may not: (a) license, sublicense, sell, resell, lease, assign, transfer the Licensed Software to any third party; (b) alter, modify, translate or create derivative works based on the Licensed Software; (c) disassemble, decompile, or reverse engineer the Licensed Software or any aspect of the Services, or otherwise attempt to derive or construct source code or other trade secrets from the Software; (d) build a competitive product or service to the Licensed Software or a product or service; (e) use the licensed Software to engage in a prohibited or unlawful activity; or (f) cause any third party to do any of the foregoing.

1.3 License Fee. As consideration for the License granted and Services performed hereunder, Client shall pay Company a one-time service fee specified as the Total in the quote (“One-Time Fee”, for a perpetual software license and for professional services as outlined in Schedule “A”, and Schedule “B” for the first year), an annual recurring fee of $9,500 (“Recurring Fee”, for professional services as outlined in Schedule “B”) and applicable sales or transactional taxes required to be paid by law (the One-Time Fee and the Recurring Fee, together, "License Fee"). The License Fee shall be paid in USD according to the following payment schedule:

Year 1: One-Time Fee;
Each Renewal Term: (Optional) Recurring Fee (subject to adjustment as set forth below).

Company shall deliver an invoice to Client in advance for each year of this Agreement, which Client shall pay within thirty (30) days of the date in which the Invoice was delivered to Client. Accounts not time paid are subject to a 5% monthly finance charge. Company may increase the Recurring Fee upon at least sixty (60) days written notice delivered to Client prior to commencement of each Renewal Term (and only if Client chooses to renew this Agreement), provided such increase cannot exceed 5% annually.

1.4 Term. The License shall be perpetual commencing from the Effective Date. The Services shall commence from the Effective Date for a period of one (1) year ("Initial Term"). At the end of the Initial Term, Company and Client may agree by executing an amendment extension to this Agreement to renew the License and this Agreement for consecutive renewal terms equal to twelve (12) months in length (each, a "Renewal Term") (the Initial Term and any Renewal Term(s), together, “Term”), unless earlier terminated under Section 3.3 in accordance with the terms of this Agreement. Company shall make each License available to Client from the period commencing on the date applicable to the License in question and through the Term of the Agreement.

2. Services

2.1 Services. Company shall provide Client with those services ("Services") more particularly described on Schedule “A” and Schedule "B" attached hereto. Any Services not expressly stated in the foregoing schedules are considered not in scope. If Client requires additional Services not listed in Schedule “A” or Schedule “B”, those can be purchased from Company on an as-needed basis ("Ad-hoc Consulting Services").

2.2 Payment for Ad-hoc Consulting Services. Any fees plus applicable taxes for Ad-hoc Consulting Services shall be invoiced ("Consulting Invoice") at the end of the month in which the Ad-hoc Consulting Services have been delivered. Client shall remit payment to Company for the full amount of the Consulting Invoice within thirty (30) days of the date in which the Consulting Invoice was delivered to Client from Company. Accounts not time paid are subject to a 5% monthly finance charge.

3. Performance of the Services

3.1 Commencement. Company shall begin performing the Services upon the full execution of the Agreement.

3.2 Inability to Perform. A party shall not be deemed to be in breach of this Agreement or have liability to the other party if the performance of its obligations under this Agreement is prevented, restricted or interfered with by reason of acts of God, pandemic, epidemic, regional lock-down, acts of government, natural disaster, strikes (other than strikes involving Company’s employees), flood, fire, earthquakes, civil unrest, acts of terror, riots, other substantially similar occurrence or condition beyond the reasonable control of the parties (each, a “Force Majeure Event”). If a party is unable to perform its obligations under the Agreement due to a Force Majeure Event, it shall promptly (but within 24 hours) notify the other party of such inability, of the nature of the Force Majeure Event that it believes prevents it from performing its obligations under the Agreement, and when it anticipates that the Force Majeure Event will end and/or improve, at which point such party agrees that it shall resume performing its obligations under the Agreement.

3.3 Termination. A party shall have the right to terminate this Agreement as follows: (a) for the other party's breach of this Agreement, upon thirty (30) days written notice to the breaching party and failure by the breaching party to remedy the breach within thirty (30) days, and in the event of a breach the non-breaching party has no obligation to continue performing or make any payments, as applicable, once the Agreement has been terminated; or (b) without cause, upon forty five (45) days written notice to the other party. If this Agreement is terminated pursuant to Section 3.3(b): (i) by Client, Client acknowledges and agrees that License Fees and Service fees paid are non-refundable; or (ii) by Company, then all pre-paid License Fees and Service Fees (to the extent not already earned) shall be prorated to the termination date and refunded, subject to additional payment from Client for any additional amounts owed to Company. Following the termination or expiration of this Agreement, Client shall have sixty (60) days to access and export all electronic data or information received, directly or indirectly, from Client and stored by Company to perform the Services (“Client Data”) from the Licensed Software.

4. Representations and Warranties

4.1 Company's Representations and Warranties. Company represents and warrants that: (a) the Licensed Software and Services (excluding software licensed from or services provided by third parties), and any software or other materials used by Company its performance of the Services do not knowingly (i) infringe, misappropriate, or otherwise violate the Intellectual Property Rights of any third party or any rights of publicity or privacy, or (ii) violate any law, statute, ordinance or regulation; (b) functionality and overall security of the Licensed Software will not be materially decreased during the Term of this Agreement, and (c) the Licensed Software will not include any viruses, worms, bombs, or other malicious or harmful code or applications that is capable of accessing, modifying, deleting, damaging, disabling, deactivating, interfering with, or otherwise harming any software, hardware, data or other electronically stored information, or computer programs or system. Other than the warranties set forth in this section, Company makes other no representation, warranty or condition of any kind, either expressed or implied, by fact or law.

4.2 Client's Representation. Client represents that any Client Data provided to Company by Client for incorporation into the Licensed Software or use for the Services do not: (a) infringe on the Intellectual Property Rights of any third party or any rights of publicity or privacy; or (b) violate any law, statute, ordinance or regulation.

5. General

5.1 Ownership. "Intellectual Property Rights" means any and all: (a) rights associated with works of authorship, including but not limited to copyrights; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patents; and (e) all other intellectual property rights in any jurisdiction throughout the world. Each party is and remains the owner of all of its Intellectual Property Rights. The parties understand and agree that, except as specifically set forth in this Agreement, no license or other rights, either express or implied, are granted by either party to the other under this Agreement. Nothing in this Agreement transfers the: (i) Company’s ownership in Intellectual Property Rights in or relating to the Licensed Software and the Services, and any components thereto; and (ii) Client’s ownership in its Intellectual Property Rights in any of its software and materials and any components thereto.

5.2 Confidentiality and Data Security. Company may receive confidential or proprietary information of Client that is either marked or designated as “Confidential” or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosing including but not limited to Client’s design ideas, business strategies, events and future plans documents, drawings or blueprints or Client Data (collectively, the “Confidential Information”), and Company acknowledge that all such Confidential Information is and shall remain the sole property of Client. Company agrees that during the Term and for five (5) years after, neither Company, Company’s agents nor employees shall (i) disclose any such Confidential Information to any party, another person, firm or corporation, and shall keep such Confidential Information confidential, or (ii) except in connection with performing the Services, use it for Company’s own benefit or profit of any person, firm or corporation without the express written consent of Client, which consent may be withheld in Client’s sole and absolute discretion.

5.3 Indemnification. Each party agrees to defend, indemnify and hold the other party harmless from any and all third party claims, losses, liabilities, damages, expenses and costs (including legal fees and court costs) arising from or relating to the indemnified party’s non-performance of or inability to perform under this Agreement, to the extent that such non-performance or inability to perform resulted from the indemnifying party’s intentional action or negligent failure to act. Additionally, the Company will defend, indemnify and hold the Client, its officers, directors, employees, agents, affiliates and customers, harmless from any and all third party claims, losses, liabilities, damages, expenses and costs (including reasonable attorneys' fees and court costs) arising from or relating to (i) any claims of infringement, misappropriation or the violation of third-party intellectual property related to the Licensed Software, Services and/or any materials or software provided by, or on behalf of, Company; (ii) a material breach by Company of this Agreement, including, but not limited to, its representations and warranties and its confidentiality and data security obligations; and (iii) any violation by Company or its employees or contractors of any laws or regulations applicable to Company.

5.4 Limitation of Liability. EXCEPT WITH RESPECT TO DAMAGES ARISING FROM: (A) EACH PARTY’S INDEMNIFICATION OBLIGATIONS; (B) A BREACH OF A PARTY’S CONFIDENTIALITY AND DATA SECURITY OBLIGATIONS; OR (C) A PARTY’S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT, EACH PARTY'S AGGREGATE, CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT EQUAL TO THE FEES PAID OR PAYABLE TO COMPANY BY CLIENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE OCCURRENCE GIVING RISE TO THE APPLICABLE CLAIM.

5.5 Compliance with Laws. Each party shall perform all of its obligations (including with respect to Company, the performance of the Services) under this Agreement in compliance at all times with all applicable foreign, federal, state and local statutes, orders and regulations, including those relating to privacy and data protection.

5.6 No Assignment. Neither party may assign this Agreement without the prior written consent of the other party and any attempt to do so void. Such consent shall not be unreasonably withheld.

5.7 Notice. Any notice or consent under this Agreement will be in writing to the address or the e-mail address specified below.

If to the Company:

ORIGAMI SOFTWARE CORP
301-1155 Mainland St
Vancouver,
BC
V6B 5P2
Canada

Email: support@origamiconnect.com

If to the Client:

Mailing Address and Email specified in the quote

5.8 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

5.9 Severability. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.

5.10 Waiver. Any waivers or amendments shall be effective only if made in writing signed by a representative of the respective parties.

5.11 Entire Agreement. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties, and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.

5.12 Governing Law. This Agreement will be deemed to have been made in and shall be construed pursuant to the laws of the state of New York, United States.

5.13 Remedies. Each party reserves all remedies available at law or equity for any disputes that arise under this Agreement.

5.14 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument. A signed copy of this Agreement may be delivered by facsimile, email or other means of electronic transmission and shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Schedule "A"

Intranet Onboarding

In-Scope Intranet Onboarding Services include:

Kick-off meeting to install the software

Out-of-Scope Support Services

Troubleshooting and configuring of Microsoft, third-party, or open standards-based technologies, such as HTML/CSS, SharePoint, Active Directory, middleware, and database connectivity.
Supporting custom solutions created by any party other than Company.
Provisioning new apps, site structure, and templates outside of ORIGAMI solution.
Building custom scripting or code.

Schedule "B"

Support Services

In-Scope Support Services

New Licensed Software Releases
- New licensed software releases will be provided to customers if their system is compatible with those releases. These updates will be given on a cadence specified in the quote.
Online Email Support (support@origamiconnect.com) covering:
- Incidents attributable to faults in Origami Licensed Software
- Information and advice pertaining to the use, installation, configuration, and troubleshooting of Origami Licensed Software
- Support will be provided to the number of individuals specified in the quote.
- The amount of support requests per year will be up to a limit specified in the quote.
24-hour access to community.origamiconnect.com containing Manuals and How To's
Initial Response Time: 24 business hours (M-F, 8-6 PM PST)