MapLarge End User License Agreement This is a legally binding agreement. Please read it carefully. By clicking "I Accept", or installing or using the MapLarge software and/or any updates to such software provided by MapLarge (the "Software"), you: (1) agree to the following terms on behalf of the MapLarge customer with which you are employed, affiliated or associated (the "Customer"), (2) represent that you have the authority to bind the Customer to these terms, and (3) represent that you are an authorized User under an agreement between MapLarge and the Customer (the "Agreement"). If you do not have such authority, are not an authorized User, or do not agree to these terms, you may not install or use the Software. This Order Form Supplement is effective between the Customer and MapLarge as of the date of the Order Form or as of the date you first download, install or use the Software, whichever is earliest. 1. THIS ORDER FORM SUPPLEMENT: This Order Form Supplement is a part of each Order Form by which the Customer ordered the MapLarge service. The Order Form and this Order Form Supplement are governed by the Agreement. This Order Form Supplement adjusts certain terms of the Agreement, solely with respect to the Software. Capitalized terms used but not defined in this Order Form Supplement have the meanings given to them in the Agreement. 2. THE SOFTWARE: The Software allows MapLarge customers to use the MapLarge service from Supported Devices. A "Supported Device" is a combination of an Operating System-enabled device model and relevant Operating System software version(s) that is supported by the Software. The Software is provided by MapLarge as a component of the MapLarge service. 3. SOFTWARE LICENSE: The Software, including software embedded in the Software, is licensed, not sold, to the Customer by MapLarge only under the terms of the Agreement, the Order Form and this Order Form Supplement, and MapLarge reserves all rights not expressly granted to the Customer. This Software may include some third-party software; please see the Documentation for additional notices required by our licensors. The Customer or you own the media or device on which the Software is recorded or stored but MapLarge retains ownership of the Software itself. 4. PERMITTED LICENSE USES AND RESTRICTIONS: (a) This Order Form Supplement allows you, as an authorized User under the Agreement, to use the Software on any Supported Device and on no other devices. (b) You may not share your password or distribute or make the Software available over a network where it could be used by multiple devices at the same time. (c) With respect to updates to the Software that MapLarge may make available for download, this Order Form Supplement allows you to download such Software updates to update or restore the Software on any Supported Device (d) Except as and only to the extent permitted by applicable law, or by licensing terms governing use of open-sourced components included with the Software, neither you nor any other Customer personnel may copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Software or Software updates, or any part thereof. Any attempt to do so is a violation of the rights of MapLarge and its licensors. If you or any other Customer personnel violate this restriction, you or they, and the Customer, may be subject to prosecution and damages. (e) Neither you nor the Customer may rent, lease, lend, redistribute or sublicense the Software. The Customer may, however, allow other authorized Users under the Agreement to use the Software in connection with a re-assignment of the Supported Device to another authorized User under the Agreement. (f) The Software is available only for Supported Devices, and is not available for all devices. Please check MapLarge.com or contact your MapLarge representative to determine whether a specific device software combination is supported by the Software. (g) In addition to mobile applications offered by MapLarge (and for purposes of this section), ? MapLarge? shall include any Affiliates of MapLarge), MapLarge may offer platforms for the creation of third-party mobile applications, including but not limited to the MapLarge API. Third parties may obtain information from, or access data stored on, Users? mobile devices to provide services associated with any third-party mobile applications that Users download, install, use, or otherwise interact with over a MapLarge platform. MapLarge?s mobile applications may also contain links or integrations to other mobile applications provided by third parties. MapLarge is not responsible for the security and privacy of data collected through third-party mobile applications or the privacy and security practices of the foregoing third parties. 5. TERM AND TERMINATION: This license shall automatically terminate in the event the your operating system vendor, or your network connectivity, or other 3rd party provider provider restricts, prevents or ceases to authorize the installation or use of the Software on your Supported Device or over your network.This Order Form Supplement shall terminate immediately and automatically upon any termination or expiration of the Customer's subscription to the MapLarge service. Upon any such termination or expiration, the Customer (including you) shall no longer be permitted to use the Software, and shall delete or destroy all copies of the Software in its (including your) possession. Termination of this Order Form Supplement shall not entitle the Customer to any refund, credit, or other compensation from MapLarge under the Agreement or any other agreement or from any third party. MapLarge On Premise Commercial License 1. Parties - Customer & MapLarge: Customer wishes to license Commercial Software Items provided by MapLarge 2. Applicable Documents: The pricing terms are in the Order Form which is part of this Agreement. Signatures by electronic means (fax or scan and sent via e-mail, or signed by electronic signature service) shall be deemed original signatures. 3. MapLarge Service: shall be defined herein as the software, programs, tools, systems, data or other materials described in the Order Form, including upgrades and updates thereto made generally available by MapLarge to its customers 4. Confidential Information: All Customer Data used in the Service and all MapLarge Service source code shall be treated as Confidential Information. Also treated as confidential shall be any information of either MapLarge or Customer (the party disclosing such information being the ?Disclosing Party?) which the Disclosing Party protects against unrestricted disclosure to others. Confidentiality obligations shall survive termination of this agreement. Customer grants to MapLarge the right to use Customer Data for the sole purpose of and only to the extent necessary for MapLarge to provide the Service. 5. Term & Termination: The term of this Agreement shall begin on the Effective Date set forth in the applicable Order Form. A party may terminate this Agreement early by giving thirty (30) days written notice to the other party of such other party?s material breach of any provision of this Agreement unless the breaching party has cured such breach within (30) days. 6. Deactivation: In its reasonable determination, MapLarge may deactivate Customer?s user name(s) and password(s) and/or temporarily suspend access to the Service or a portion thereof, if and to the extent MapLarge can substantiate that the continued use of the Service may result in harm to the Service (including the security of the systems used to provide the Service) or other MapLarge customers, or the rights of third parties. 7. Access: Customer?s access to the Service will be terminated upon the effective date of termination. Customer may export and retrieve its Customer Data during a subscription term, which will be subject to technical limitations caused by factors such as (i) the availability of self-service extraction tools compatible with the Service, (ii) the size of Customer?s instance of the Service; and (iii) the frequency and/or timing of the export and retrieval 8. Feedback shall be defined herein as any materials produced by or with MapLarge pursuant to this Agreement, including in the course of providing any support or other services to Customer. Feedback include materials created for or in cooperation with Customer, but do not include any Customer Data, Customer Confidential Information or the Service. MapLarge may use Feedback for the purposes of providing or improving the Service and for Customer Support. 9. Reservation: MapLarge and its licensors reserves all rights not expressly granted to Customer in this Agreement. This Agreement does not transfer from MapLarge any proprietary right or interest in the Service, Feedback or the Cloud Materials (online documentation, and other resources), except for the limited rights expressly granted herein. Customer is granted the nonexclusive right to use the Cloud Materials in connection with its use of the Service and subject to the terms of this Agreement. MapLarge or its licensors own all right, title and interest in any and all copyrights, trademark rights, patent rights and other intellectual property or other rights in the Service, Feedback, any Cloud Materials, and any improvements, design contributions or derivative works thereto. Any improvements, bug fixes, upgrades or other changes made to the Service or any other MapLarge products based on customer Feedback or other input shall remain the exclusive property of MapLarge. 10. Internal Use Only: In accordance with and during the term stated in the Order Form, MapLarge shall make the Service available to Customer to permit Named Users to remotely access and use the Service solely for Customer?s own internal business purposes as permitted by and subject to the terms of this Agreement (including usage metrics stated in the Order Form) and the Documentation. Public display of features designed to be accessible to non authenticated users is allowed. 11. Resale Prohibited: Customer shall not license, sell, lease, rent or otherwise make the Service available to 3rd parties 12. Abuse: Customer shall not, and shall ensure that its Named Users do not, do any of the following when using the Service: (a) copy, translate, disassemble, decompile, reverse-engineer or otherwise modify any parts of the Service; (b) conduct illegal or other morally objectionable activities; (c) interfere with or disrupt the MapLarge software or MapLarge systems used to host the Service; (d) use the Service in the operation of a software service bureau, outsourcing or time-sharing service; (e) circumvent or disclose the user authentication or security of the Service or any host, network, or account related thereto; (f) access the Service for the purpose of building a competitive product or service or copying its features or user interface; (g) permit access to the Service by a direct competitor of MapLarge; or (h) make any use of the Service that violates any applicable local, state, national, international or foreign law or regulation. 13. Monitoring: To ensure compliance with this agreement MapLarge shall be entitled to monitor Customer?s usage of the Service for relevant Order Form metrics. MapLarge may also utilize the information concerning Customer?s use of the Service to improve MapLarge products and services and to provide Customer with reports on its use of the Service 14. Free Usage: If Customer is granted access to a free version of the Service, (i) MapLarge has no obligation to provide any particular service level or support services; and (ii) MapLarge may cease providing the Service at any time without notice. 15. Software: The Service may be changed or modified by MapLarge at any time via optional software updates. MapLarge shall not materially diminish the functionality of the Service during the term of the Order Form. 16. Support: The applicable Order Form will set forth a description of the support MapLarge will provide for the Service. 17. Security: In providing the Service, MapLarge will use commercially reasonable security technologies (such as encryption, password protection and firewall protection). 18. Customer Data Import: Customer is responsible for entering its Customer Data into the Service and Customer is responsible for the content of the Customer Data it supplies. Customer agrees that it has collected and shall maintain and handle all Customer Data in compliance with all applicable data privacy and protection laws, rules and regulations. 19. Renewal: For the committed subscription term, the fees set forth in the Order Form will be fixed. Following the subscription term of an Order Form, the subscription shall automatically renew for a period equal of the original order form term. Any pricing changes must be disclosed 30 days prior to automatic renewal and shall remained fixed for the entirety of such automatic Renewal Term. Either party may give the other party written notice (email acceptable) of non-renewal at least thirty (30) days prior to the end of the relevant subscription term. 20. Payment Terms: All fees are due within fifteen (15) days of receipt of invoice. Fees not paid when due shall accrue interest at the maximum rate allowed under applicable law and may result in suspension or termination of the service. Customer shall pay all taxes (other than income and payroll) related to this agreement even if omitted on the Order Form. All purchases of subscriptions hereunder are non-cancelable and all fees are non-refundable unless otherwise expressly set forth as cancellable or refundable in this Agreement or the Order Form. 21. Service Capabilities: MapLarge hereby warrants that the Service will substantially conform to the specifications as stated in its published Documentation. The foregoing warranty shall not apply to the extent: (i) the Service is not being used in accordance with this Agreement and/or any Documentation; or (ii) any non-conformity is caused by third party products, content or service being accessed through the Service that are identified as third party products, content or service; or (iii) the Service being used was provided for no fee or is a trial license of the Service. Customer's sole and exclusive remedy, and MapLarge's entire liability for breach of the limited warranty in this, shall be correction of the warranted non- conformity or, if MapLarge fails to correct the warranted non-conformity after using reasonable commercial efforts, MapLarge may terminate access to the non-conforming Service and refund the subscription fees paid by Customer for such Service (as identified in the applicable Order Form) for the remainder of the subscription term (starting on the date Customer reported the non-conformity). Customer shall promptly notify MapLarge in writing of any non-conformity described in this section within ninety (90) days of Customer?s discovery of such non-conformity. 22. Disclosure: Neither party shall use the name of the other party in publicity, advertising, or similar activity, without the prior written consent of the other, except that Customer agrees MapLarge may use Customer's name or logo in customer listings. 23. Disclaimer: Neither MapLarge nor its vendors make any representation or warranties, express or implied, statutory or otherwise, regarding any matter, including the merchantability, suitability, originality, or fitness for a particular use or purpose, non-infringement or results to be derived from the use of or integration with the service, or any consulting services, software, hardware or other materials provided under this agreement, or that the operation of any such service, software, hardware or other material will be secure, uninterrupted or error free, except as expressly otherwise provided in this agreement. Notwithstanding any contradictory provisions herein, except for damages resulting from unauthorized use or disclosure of confidential information, and MapLarge?s right to collect unpaid fees due hereunder, under no circumstances and regardless of the nature of any claim shall either party be liable to each other or any other person or entity under this agreement (i) for an amount of damages in excess of the fees paid for the applicable service in the three (3) month period preceding the date of the incident giving rise to liability; and (ii) for any special, incidental, consequential, or indirect damages, loss of goodwill or business profits, work stoppage or for exemplary or punitive damages. 24. Assignment: Customer may not assign, delegate, pledge or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, or any MapLarge materials or MapLarge Confidential Information, to any party, whether voluntarily or by operation of law, including by way of sale of assets, merger or consolidation. MapLarge may assign this Agreement. MapLarge may in its sole discretion sub-contract parts of the Service to third-parties 25. Legal Venue: This Agreement and any claims arising out of or relating to this Agreement and its subject matter shall be governed by and construed under the laws of State of Georgia, without reference to its conflicts of law principles. All disputes hereunder shall be subject to the exclusive jurisdiction of the state or federal courts located in Atlanta, Georgia (?Selected Venue?) and each party hereby irrevocably and unconditionally consents to personal jurisdiction of the Selected Venue. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The Uniform Computer Information Transactions Act as enacted shall not apply. Either party must initiate a cause of action for any claim(s) arising out of or relating to this Agreement and its subject matter within one (1) year from the date when such party knew, or should have known after reasonable investigation, of the facts giving rise to the claim(s). 26. Notice: All notices under the terms of this Agreement shall be given in writing and email is an acceptable form of delivery. 27. License Grant: MapLarge grants to Customer a non-exclusive, non-transferable, perpetual (except for subscription based or term licenses) license to Use the Software, Documentation, and other MapLarge Materials at specified site(s). Customer shall not: (i) use the MapLarge Materials to provide services to third parties (e.g., business process outsourcing, service bureau applications or third party training) other than to Affiliates; (ii) lease, loan, resell, sublicense or otherwise distribute the MapLarge Materials (iii) make any Use of or perform any acts with respect to the MapLarge Materials other than as expressly permitted in accordance with the terms of this Agreement; (iv) use Software components other than those specifically identified in the Order Form, even if it is also technically possible for Customer to access other Software components. Customer may permit Business Partners to Use the Software solely in conjunction with Customer?s Use, and may not Use the Software to run any of Business Partners? business operations. The license granted under this section is subject to Customer?s compliance with all the terms and conditions of this Agreement. 28. Installation on Designated Units. The Software may only be installed on Designated Units located at Customer?s facilities and in Customer?s direct possession. Use may occur by way of an interface delivered with or as a part of the Software, a Customer or third-party interface, or another intermediary system. 29. Audit. At least once annually, and in accordance with MapLarge standard procedures (which may include on-site and/or remote audit), MapLarge may audit the usage of the MapLarge Materials. Customer shall cooperate reasonably in the conduct of such audits. In the event an audit reveals that (i) Customer underpaid license fees and/or MapLarge Support fees to MapLarge and/or (ii) that Customer has Used the Software in excess of the license quantities or levels stated in the Order Form, Customer shall pay such underpaid fees and/or for such excess usage based on the then-current MapLarge price list, terms and conditions in effect at the time of the audit, and shall execute an additional Order Form to affect the required licensing of any additional quantities or levels. Reasonable costs of MapLarge?s audit shall be paid by Customer if the audit results indicate usage in excess of the licensed quantities or levels. MapLarge reserves all rights at law and equity with respect to both Customer?s underpayment of License fees or MapLarge Support fees and usage in excess of the license quantities or levels. MapLarge On Premise Commercial License 2015.4.21