ARTICLE 1 EXPLANATORY STATEMENT

This is a legal agreement between and Swift Software, Inc. dba HighGear (“Licensor”) and a legal entity or individual (“Trial Entity”) who has requested a free trial of the Trial Product.

Licensor is the author, creator, and owner of the Intellectual Property Rights of the HighGear and JobTraQ software systems, the cloud platforms that host those systems, and all associated documentation and training materials (the “Trial Product”).

Trial Entity desires to use the Trial Product in its business and/or operations for the purpose of selecting and procuring a commercial workflow management solution. Accordingly, the parties agree to enter into this Agreement for the purpose of granting specific rights to the Trial Entity for the use, deployment and integration of the Trial Product, and to set forth other terms and conditions relating thereto.

By accessing the Trial Product, Trial Entity is agreeing to be bound by the terms of this Agreement.

ARTICLE 2 DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

 “Affiliates” means any Person which, directly or indirectly, controls or is controlled by or is under common control with any of the parties hereto.

“Intellectual Property Rights” means all intellectual property and similar proprietary rights (including rights held under license) in any jurisdiction, including all such rights in and to (i) computer software or hardware, whether or not copyrightable, including all databases, source code, object code, programs, applications, models, repositories, specifications and documentation, (ii) original works of authorship, whether copyrightable or not, copyrights, and all renewals, modifications and translations thereof, (iii) patents, patent applications, re-examinations, reissues and extensions, , (iv) trademarks, service marks, brand names, certification marks, trade dress, assumed names, trade names and other indications of origin, including all goodwill associated with the foregoing; and (v) know-how and other confidential or non-public business information which give trade secrets under applicable law and all registrations of, and applications to register, renewals or extension of the foregoing; all claims and defenses relating to the foregoing; and all rights in any agreement relating to the foregoing.

“Person” means an individual, partnership, corporation, limited liability company, unincorporated organization or association, trust or other entity (including any governmental entity).

“Representatives” means each parties’ respective officers, directors, employees, consultants, owners, agents and/or subcontractors (and their respective employees).

ARTICLE 3 GRANT OF LICENSE

3.1 General Grant of License

Trial Entity is hereby granted, in accordance with the terms and conditions of this Agreement, a non-exclusive, non-transferable, temporary right to use the Trial Product for the duration of the Trial Period pursuant to the terms of this Agreement. The use of the Trial Product is not warranted for any production purposes.  No license rights for the Trial Product have been granted, and any continuing usage by Trial Entity of the Trial Product after the trial must be pursuant to a separate license agreement between Trial Entity and Licensor.

3.2 Payment for Trial Product

No license fees or other fees of any kind are owed by the Trial Entity for the trial unless they explicitly sign a sales order for a pilot or production system.

3.3. Trial Period

This trial of the Trial Product will be valid for forty-five (45) days (the “Trial Period”) from the date the Trial Entity was granted access to the Trial Product. Either party may terminate the Trial Period early at any time by providing written notice to the other party. The Trial Period may be extended at Licensor’s sole discretion.

3.4. Termination

The term of this Agreement shall commence when the Trial Entity fills out the Trial Product signup form, and shall continue until the Trial Period expires.

Upon termination, Trial Entity’s license to use the Trial Product and all other associated rights granted pursuant to this Agreement shall be immediately terminated and extinguished. The following articles shall survive termination of the agreement: ARTICLE 5, ARTICLE 6, and ARTICLE 7.

ARTICLE 4 ACCEPTABLE USE

4.1 General Restrictions

Trial Entity shall only use the Trial Product in accordance with this Agreement. Without limiting the generality of the foregoing, Trial Entity shall not, and shall cause its respective Affiliates and Representatives not to:

• • duplicate, modify or otherwise alter, incorporate into materials or create any derivative work based upon, in any manner whatsoever, in whole or in part, the Trial Product or any portion thereof, or

• • sublicense, transfer, assign, sell, rent, lease, share, lend, publish, disclose, display or make accessible, distribute, provide, or otherwise convey, or grant any security interest in, the Trial Product or any portion thereof to any third party, in each case other than Trial Entity’s Affiliates and Representatives.

To the extent applicable, the Trial Entity shall comply with all applicable laws and regulations, including in connection with use of the Trial Product.

4.2 No Right to Reverse Engineer Trial Product

Trial Entity may not modify, alter, adapt, change, translate, reverse engineer, de-compile, disassemble or create derivative works based upon the Trial Product.

Trial Entity may not use the Trial Product in order to build a competitive product or service or copy any features, functions, or graphics of the Trial Product.

4.3 Acceptable Use Policy

Trial Entity must not:

• • develop services that compete with Licensor or any of its products or services,

• • violate any law or the rights of others,

• • harm or abuse a minor,

• • send unsolicited communications,

• • engage in any deceptive or otherwise fraudulent activities,

• • impersonate another Person,

• • conduct activities that are libelous, defamatory, or threatening,

• • interfere with or disrupt Licensor’s infrastructure,

• • probe, scan, or test the vulnerability of any part of the Trial Product, or

• • circumvent or attempt to circumvent any security measure.

In addition, Trial Entity may not post any content or otherwise use the Trial Product in a manner that:

• • could cause damage to Licensor or any third party,

• • is illegal, obscene, defamatory, libelous, or pornographic,

• • contains any sensitive personal information,

• • contains malware, ransomware, or similar dangerous technology, or

• • contains any information that Trial Entity does not have a right to make available.

4.4 Unauthorized Use

If Licensor detects any violation of these policies, Licensor may suspend or terminate Trial Entity’s access to the Trial Product and delete any data stored therein, with or without notification to Trial Entity, without any liability to Licensor.

Trial Entity shall promptly notify Licensor in writing if the Trial Entity learns of an unauthorized use or disclosure of the Trial Product, and provide reasonable assistance to Licensor in the investigation and prosecution of such unauthorized use or disclosure. Licensor will not be liable for any loss, damages, liability, expenses or attorneys’ fees that Trial Entity may incur as a result of someone else using Trial Entity’s instance of the Trial Product, either with or without Trial Entity’s knowledge and/or authorization, and regardless of whether Trial Entity advised Licensor of such unauthorized use. Trial Entity will be liable for losses, damages, liability, expenses and attorneys’ fees incurred by Licensor or a third party due to someone else using Trial Entity’s instance of the Trial Product.

ARTICLE 5 PROTECTION OF TITLE

5.1. Ownership of Trial Product

All ownership rights to the Trial Product and all associated Intellectual Property Rights are retained exclusively by Licensor, including without limitation all rights in and to the source code and documentation for the Trial Product.  The Trial Product constitutes confidential information of Licensor, and Trial Entity will use all reasonable precautions to prevent any disclosure to third parties regarding the Trial Product.  Trial Entity represents and warrants that it will not make any attempts to reverse-engineer the trial product, nor share access credentials, screenshots, nor any other proprietary information about the Trial Product with any commercial competitor of Licensor.

5.2 Ownership of Feedback

Trial Entity has no obligation to provide Licensor with ideas, suggestions, concepts, or proposals relating to Licensor’s products or business (“Feedback”). However, if Trial Entity or its Representatives provide Feedback to Licensor, Licensor may use the Feedback in full or in part with no cost, limits, interference, or requirements. All Feedback shall be deemed non-confidential to Trial Entity. Trial Entity shall not provide to Licensor any Feedback that is or may be subject to the intellectual property claims or rights of a third party. Trial Entity relinquishes all right, title, and interest to any ideas, concepts, or content expressed in the Feedback.

ARTICLE 6 WARRANTY, INDEMNIFICATION, LIMITATION OF LIABILITY

6.1. No Warranty

The Trial Product is provided AS IS and Licensor makes no warranties, express or implied, with respect to the Trial Product, including but not limited to any implied or other warranty of merchantability or fitness for a particular purpose.

6.2. No Liability

Licensor has no liability to Trial Entity, or any other Person associated with Trial Entity. Licensor is not liable to Trial Entity or any other for any special, indirect, incidental, or consequential damages, including without limitation to loss of profits, loss of time, money or goodwill, which may arise out of the furnishing, performance or use of the Trial Product.

ARTICLE 7 GENERAL PROVISIONS

7.1 U.S. Government End User provisions

The Trial Product is a “Commercial Item”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

7.2 Notices

Licensor may deliver notice to Trial Entity by email or any other method Licensor chooses, and such notice will be effective when sent. If Trial Entity delivers notice to Licensor, it will be effective when received and may be sent by physical mail to PO Box 3928, Frederick, MD 21705, or by email to support@jobtraq.com.

7.3 Relationship of the Parties

This Agreement shall not be deemed to create a partnership, joint venture or master/servant relationship and neither party is the other’s agent, principal, partner, employee or representative. Neither party hereto shall have the right to obligate or bind the other party in any manner whatsoever.

7.4 Choice of Law; Consent to Jurisdiction

This Agreement shall be governed by and construed in accordance with, the internal laws of the United States and that State of Maryland, without giving effect to any principles of conflicts of law. Each of the parties irrevocably submits to the exclusive jurisdiction of the state courts of the State of Maryland and the federal district courts located in the State of Maryland for the purpose of any suit, action or other proceeding related to or arising out of this Agreement.

The parties shall agree that prior to the institution of litigation regarding any dispute, they shall engage in at least one face-to-face meeting of representatives with authority to resolve the dispute, in a good faith effort to amicably resolve the matter. If the dispute remains unresolved, either party may request mediation in writing, and the parties shall engage a third-party mediator through JAMS/Endispute. The parties shall attend at least one session of mediation in an effort to resolve the dispute. If the dispute is not resolved via mediation, the parties may thereafter institute litigation in a court of competent jurisdiction.

7.5 Severability

In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over the parties, such provision shall be deemed to be restated to reflect as nearly as possible the economic effect of the original provision in accordance with applicable law. The remaining provisions of this Agreement and the application of the challenged provision to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision shall be valid and enforceable to the full extent permitted by law.

7.6 Waivers

Any failure of any of the parties to comply with any representation, warranty, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof. Any such waiver shall only be accomplished by a written instrument signed by the party granting such waiver, and any such waiver shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure with respect to the same or any different representation, warranty, covenant, agreement or condition. There shall be no waivers implied by any failure to insist upon strict compliance with any terms hereof or otherwise.

7.7 Remedies Cumulative

The remedies provided herein shall be cumulative and shall not preclude the assertion by any party hereto of any other rights or the seeking of any other remedies against the other Parties hereto.

7.8 Entire Agreement

This Agreement embodies the entire agreement and understanding of the parties with respect to the transactions contemplated by this Agreement. This Agreement supersedes all prior and contemporaneous discussions, negotiations, agreements and understandings between the parties with respect to the transactions contemplated hereby and thereby. The language used in this Agreement shall be deemed to express the mutual intent of the parties, and no rule of strict construction shall be applied to any provision hereunder.

7.9 Interpretation

The parties each acknowledge and agree that the terms and conditions of this Agreement have been the subject of active and complete negotiations, and that such terms and conditions should not be construed in favor of or against any party by reason of the extent to which any party or its professional advisors participated in the preparation of this Agreement.

The descriptive headings contained in this Agreement and the Schedules hereto are for convenience of reference only and shall have no effect on the interpretation or meaning hereof. References to Sections, subsections or exhibits in boldface type, or ALLCAPS shall refer to those portions of this Agreement.

The word “Agreement” refers to the body of this Agreement and any Schedules attached hereto or referred to herein. The use of the terms “including” or “include” shall in all cases herein mean “including, without limitation” or “include, without limitation,” respectively.

7.10 Trademarks, Service Marks

Swift Software, JobTraQ, HighGear, and HiSAFE are either registered trademarks or trademarks of Swift Software, Inc. in the United States and/or other countries.