Finsyte Temporary Demonstration Software License Agreement

Terms and Conditions VE25

Article 1 – Scope

This Temporary Demonstration Software License Agreement (hereinafter "AGREEMENT") establishes the terms and conditions which apply to LICENSEE'S temporary complimentary use for demonstration/assessment purposes of Finsyte.com LLC's ("LICENSOR'S") products including but not limited to: 1) Finsyte Excel Plug-In (the "PRODUCT").

LICENSOR Finsyte.com LLC is a Colorado limited liability company with offices at 5299 DTC Blvd Ste. 700, Greenwood Village, CO USA 80111. DOWNLOADING AND/OR USE OF THE PRODUCT CONSTITUTES ACCEPTANCE OF THE TERMS OF THIS AGREEMENT BY AN AUTHORIZED REPRESENTATIVE OF LICENSEE (YOUR COMPANY).

Article 2 – Grant

LICENSOR hereby grants to LICENSEE a limited, terminable, non-exclusive and non-transferable License for the temporary use of the PRODUCT for demonstration/assessment purposes only. LICENSEE shall use the PRODUCT solely for internal business purposes relating to the assessment of a potential purchase of the PRODUCT. The PRODUCT shall be associated with and used exclusively through 1) a single user defined by a specific employee NetSuite User ID and 2) a single LICENSEE NetSuite company ID and 3) a single running instance of the PRODUCT. The LICENSEE may not provide the use of the PRODUCT to process data for any entity that the LICENSEE does not control. Control is defined as ownership by the LICENSEE of 50% or greater of another entity. LICENSEE shall allow LICENSOR to conduct license checks of individual LICENSEE end users to confirm compliance with this AGREEMENT.

Article 3 – Limited Term

The limited term of the AGREEMENT is 30 DAYS from the date of your downloading of the PRODUCT. LICENSOR may extend the term at its sole discretion upon written request by LICENSEE.

Article 4 – Termination

This AGREEMENT and any licenses thereunder shall terminate immediately without notice at the end of the term set forth in Article 3. UPON TERMINATION OF THE AGREEMENT LICENSEE'S USE OF THE PRODUCT(S) WILL BE IMMEDIATELY DISABLED WITHOUT NOTICE. LICENSOR may also earlier terminate this AGREEMENT and all licenses hereunder at its sole discretion without notice. Termination of this AGREEMENT or any License granted hereunder shall not release the obligations of LICENSEE under this AGREEMENT Articles 5 –11 inclusive, which shall survive termination.

Article 5 – Title and Proprietary Information

LICENSEE has a limited temporary license for use of the PRODUCT covered by this AGREEMENT. Title and full ownership rights in PRODUCT remain with LICENSOR. LICENSEE acknowledges that it has been advised by LICENSOR that the PRODUCT and related documentation have been developed by LICENSOR as valuable trade secrets. The LICENSEE agrees that the execution of this AGREEMENT establishes a confidential relationship between the Parties. The LICENSEE agrees, therefore, to preserve the confidential nature of the proprietary and trade secret information by retaining and using the PRODUCT in trust and confidence and agrees not to disassemble, reverse compile, or reverse engineer the PRODUCT, nor permit the use of the PRODUCT by, or disclosure of information relating to the PRODUCT to, unauthorized persons. LICENSOR agrees to take the same action regarding any information which it receives from LICENSEE which has been previously designated in writing by LICENSEE as being proprietary to LICENSEE. LICENSEE shall not itself make, cause or permit any third party to copy the PRODUCT or the accompanying documentation, in whole or in part, without the prior written consent of LICENSOR. Any copies of the PRODUCT made by LICENSEE (except those made by mass backup/archival utilities) shall bear all copyright, trade secret, trademark and any other intellectual property right notices in the same form as were affixed on the original PRODUCT. LICENSOR shall have the right to seek a preliminary and permanent injunction against unauthorized copying or use of the PRODUCT and related documentation, in addition to any other rights and remedies to which it may be entitled.

Article 6 – No Warranty

THE PRODUCT(S) AND ANY DEMONSTRATION SERVICES ARE PROVIDED TO LICENSEE AND ALL USERS AS A COURTESY ON AN "AS-IS WHERE-IS" BASIS AND LICENSOR SHALL HAVE NO LIABILITY OF ANY KIND TO LICENSEE FOR BREACH OF WARRANTY OR LIABILITY UNDER ANY OTHER THEORY OF RECOVERY UNDER THIS AGREEMENT. LICENSOR DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED REGARDING THE PRODUCT(S) AND ANY DEMONSTRATION SERVICES.

Article 7 – Taxes

All taxes imposed by government either based upon the PRODUCT under this AGREEMENT, its use, or this AGREEMENT are the obligation of the LICENSEE, whether such taxes are now or hereafter imposed.

Article 8 – No Liability

THE PRODUCT(S) AND ANY DEMONSTRATION SERVICES AS SET FORTH BELOW ARE PROVIDED TO AND ACCEPTED BY LICENSEE ON AN "AS-IS WHERE-IS" BASIS AND LICENSOR SHALL HAVE NO LIABILITY OF ANY KIND TO LICENSEE OR ANY PARTY CLAIMING THROUGH THEM UNDER ANY LEGAL THEORY OF RECOVERY INCLUDING BUT NOT LIMITED TO RECOVERY FOR BREACH OF WARRANTY UNDER THIS AGREEMENT, AND LICENSOR DISCLAIMS ANY AND ALL WARRANTIES EXPRESS OR IMPLIED.LICENSOR shall not be liable for any damages caused by LICENSEE'S failure to perform its responsibilities under this AGREEMENT. Nor shall LICENSOR be liable for any direct or indirect damages allegedly suffered or incurred by LICENSEE including but not limited to damages for loss of profits, goodwill, lost computer time, destruction, damage or loss of data, or any special, indirect, incidental or consequential damages from any cause whatsoever, and regardless of the form of action (law or equity), whether in contract or in tort, arising out of or in any way connected with the design, manufacture, license, handling, repair, maintenance, delivery, performance or use of the PRODUCT or any offered Demonstration Services.

The LICENSOR may on occasion be requested by LICENSEE to provide limited assistance with this temporary demonstration license, including training and/or limited report writing purely as a courtesy. ("Demonstration Services"). Demonstration Services, if any, are provided at LICENSOR'S sole discretion and are for demonstration purposes only and do not constitute any professional advice or services that can be relied upon by client or any other third party. Although the LICENSOR employs certified public accountants that may assist in Demonstration Services, the LICENSOR is not engaged in the practice of public accounting and will not provide any public accounting services, such as attestation, audit, assurance services, tax compliance, tax advisory, or regulatory and compliance-related services. Additionally, LICENSOR does not provide financial investment advisory services or financial planning services.

Article 9 – Export Restrictions

LICENSEE shall not export or re-export the PRODUCT. LICENSEE shall comply with all United States and/or foreign government laws and regulations as may be required for all PRODUCT(S).

Article 10 – No Assignments and Transfers

See ARTICLE 2 GRANT for limitations on use of the PRODUCT licenses.

LICENSEE'S rights in and to the AGREEMENT or any PRODUCT may not be assigned, sub-licensed, or otherwise transferred.

Article 11 – Dispute Resolution Mediation & Arbitration

The Parties agree that every dispute or difference between them, arising under this AGREEMENT, shall be settled first by a meeting of the Parties attempting to confer and resolve the dispute in a good faith manner. If the Parties cannot resolve their dispute after conferring, any Party may require the other Parties to submit the matter to non-binding mediation in Denver, Colorado, USA utilizing the services of an impartial professional mediator approved by all Parties. If the Parties cannot come to a resolution, the Parties agree to submit the matter to binding arbitration before a single arbitrator in Denver, Colorado USA with each party to share the arbitrator's costs and fees equally, except that LICENSOR may also seek injunctive relief against LICENSEE as necessary in any court having jurisdiction over LICENSEE. The arbitration shall be conducted on a confidential basis. If LICENSOR is the substantially prevailing party any decision or award as a result of any such arbitration proceeding shall include the assessment of costs, expenses and reasonable attorney's fees against the LICENSEE and shall include a written record of the proceedings and a written determination of the arbitrator. Absent an AGREEMENT to the contrary, any such arbitration shall be conducted by an arbitrator experienced in commercial and/or intellectual property law as appropriate. The Parties reserve the right to object to any potential arbitrator who may be employed by or affiliated with a competing organization or entity. In the event of any such dispute or difference, either Party may give to the other notice requiring that the matter be settled by arbitration. An award of arbitration shall be final and binding on the Parties and may be confirmed in a court of competent jurisdiction.

Article 12 – Other Provisions

No representatives of LICENSOR, other than the President, and in writing, have any authority to make any modifications or amendments to this AGREEMENT.

The AGREEMENT and any arbitration or other proceeding hereunder shall be governed by the laws of the State of Colorado, USA, both as to interpretation and performance. This AGREEMENT contains all the terms and conditions agreed upon by the parties hereto, and no other agreement oral or otherwise, regarding the subject matter of this AGREEMENT shall be deemed to exist or to bind any of the Parties hereto.

All previous communications, representations, warranties, promises, conditions, or agreements of any kind or nature whatsoever shall not be binding upon the parties. In case any one or more of the provisions contained in this AGREEMENT shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions thereof.