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2020 BOAST Groupware Confidential and Proprietary Information – (not for distribution)

Schedule A BOAST GROUPWARE – GENERAL TERMS AND CONDITIONS FREE TRIAL OFFERS

SECTION 1 DEFINITIONS

The following capitalized terms used herein shall have the respective meanings given them below, for both singular and plural forms:

“AAA” has the meaning set forth in Section 6.6. “Agreement” means, collectively, the contract and order documents representing the initial purchase of the Service and any subsequent purchases agreed to between the parties in writing from time to time made pursuant to this Agreement and that specify, among other things, services ordered, the terms relating thereto and the fees therefor.

“Affiliate” of any Person shall mean any other person or entity which directly or indirectly controls, is controlled by or is under common control with, such Person. The term “control” (including its correlative meanings “controlled by” and “under common control with”) means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

“Conexus” shall mean Conexus Solutions, Inc., parent company of BOAST Groupware “Confidential Information” shall mean any and all business and technical information of a party disclosed to, or otherwise acquired or observed by, the other party, whether communicated in writing, orally, electronically or in any other form, including, but not limited to, as to Conexus, the features and functions of the Software that are not available to the general public via the public internet (including screen shots of the same), future product plans, any Software documentation or specifications provided to Customer, the commercial terms (including pricing) of this Agreement and any Order Form (but not the mere existence of this Agreement), audit, performance and security test results (whether conducted by Conexus or Customer), and any other proprietary, financial or business information supplied to Customer by Conexus, except Confidential Information does not include any information which: (1) becomes generally available to the public through no fault of the receiving party; (2) was independently developed by the receiving party without access to the disclosing party’s Confidential Information; or (3) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party; provided, that such source is not prohibited from transferring the information to the receiving party by a contractual, legal or fiduciary obligation.

“Customer” shall mean, as the context may require, either, collectively, Customer and all of the designated Affiliates; or singly, Customer or each of the designated Affiliates.

“Customer Data” has the meaning set forth in Section 3.6. “Deliverable” means all custom and or configurable developed documents, designs, and other materials authored or prepared by Conexus for Customer pursuant to an order form. The term “Deliverable” does not include the Software (including all modifications and/or enhancements to the Software), the Software documentation, Conexus’s proprietary education and training content, and all pre-existing materials related to Conexus’s Implementation Services processes and methodologies.

“Free Trial” means BOAST providing some or all of the Software with some or all of it’s functionality without charge to the customer.

“Implementation Services” has the meaning set forth in Section 3.8. “Misappropriation Claim” has the meaning set forth in Section 4.2. “Mobile Apps” has the meaning set forth in Section 3.1. “Order Form” has the meaning set forth in Section 3.5. “Representatives” has the meaning set forth in Section 5.1. “Software” means Conexus’s commercially available software applications or modules, provided in a free trial or ordered by Customer via one or more Order Form(s).

“Service” shall mean, individually or collectively, as the context requires, the Software and related Implementation Services ordered under this Agreement.

“Service Fee” shall mean the fees for the Software set forth in an Order Form as specified in Schedule B, or such other Schedule to this Agreement.

“Subscription Term” has the meaning set forth in Section 3.4. “User” has the meaning set forth in Section 3.4.

SECTION 2 FREE TRIAL OFFER TERMS

2.1 Eligibility & Term.

BOAST is offering a Free Trial to select US based customers/companies. Not all companies will qualify, and this offer applies to new customers only. The Free Trial period, timeframe as agreed upon, begins from the date the customer receives and invitation to log into BOAST which will be delivered via email from noreply@boastgw.com. The Free Trial offer and Free Trial period may be removed or canceled at any time. All modules may not be included in the Free Trial program and may be offered at an additional cost.

2.2 Continuation after the Free Trial.

At the end of the Free Trial period, BOAST will terminate the utilization of software unless customer enters into an agreement to maintain their current site at the then current market price of BOAST which will clearly be communicated 15 days before the end of the Free Trial period.

2.3 Survival.

Sections 3.2, 3.6, 3.7, 4.2, 4.3, 4.4, 5 and 6 shall survive the expiration or earlier termination of this Agreement.

SECTION 3 SERVICE TERMS 3.1 General Rights.

Through the expiration or earlier termination of the Agreement, Conexus grants to Customer a limited, non-transferable, non-exclusive right to access and use the Software for Customer’s internal business purposes. The Software shall be made available to Customer as a service that Customer may access and use for the Free Trial period. Conexus will host and retain physical control over the Software and make the Software available through the Internet for access, use and operation by Customer through a web-browser. Certain functions of the Software may be downloaded for installation and use on a mobile device (“Mobile Apps”). Such Mobile Apps may be accessed and used during the term of this Agreement and must be uninstalled upon the expiration or termination of the Agreement. Other than as specifically set forth above and unless otherwise agreed to by Conexus in writing, no provision under this Agreement shall obligate Conexus to deliver or otherwise make available any copies of computer programs or code from the Software to Customer, whether in object code or source code form.

3.2 General Restrictions.

Except where applicable law prohibits such restrictions, Customer agrees that it shall not: (1) license, sublicense, sell, resell, rent, lease, transfer, distribute, time share or otherwise commercially exploit or make the Software available to any third party other than as contemplated by this Agreement; (2) make derivative works of, disassemble, reverse compile or reverse engineer any part of the Software or Software documentation, or access the Software or Software documentation in order to build a similar or competitive product or service (or contract with a third party to do so); (3) use the Software to send spam or otherwise send messages in violation of applicable laws; or (4) use the Software to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material. Customer may not remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings within the Software or Software documentation; (5) copy any ideas, features, functions or graphics of the Service; (6) create or attempt to create the source programs or object programs of the Service; (7) reverse engineer, decompile, disassemble, translate or convert any computer program embodied in the Service to human readable (source code) form; or (7) create Internet “hyperlinks” to the Service or “frame or mirror any content on any other server or wireless or Internet-based device. Neither this Agreement nor any other relationship or course of dealing grants Customer any right to access or use any source code underlying the Service.

3.3 Use By Affiliates and Other Third Parties.

Subject to the usage limitations described below, the Free Trial offer is to be utilized by the customer and only the customer during the Free Trial period. The Customer’s shall not allow Affiliates nor third parties to access and use the Software. Customer is responsible for ensuring that its employees are aware of and comply with the terms of this Agreement. Any breach of this Agreement shall be deemed to be a breach by Customer.

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3.4 Usage Limitations.

User rights are granted for a specific time period as set out during the Free Trial period and use of the Software by Customer is limited to such time period. User rights may be transferred from one individual person to another but may not be shared or used concurrently by more than one person at a time. Login credentials may not be shared or concurrently used by more than one individual person. Customer agrees to submit to reasonable audit of its compliance with any usage limits upon reasonable notice by Conexus not more than once per calendar year.

3.5 Order Forms.

After the Free Trial Period, to continue utilization of the Software, the Customer shall be listed in a mutually executed ordering document (“Order Form”). Each Order Form will specify the specific Software application(s) ordered, and the fees and payment terms for use of the Software. The Subscription Term for each Order Form commences on the start date specified in each Order Form and continues for the term specified therein. Order Forms automatically renew for additional one (1) year, unless either party gives the other notice of non-renewal at least 30 days prior to the end of the Subscription Term specified in each Order Form. Each Order Form during the Term is governed by the terms of this Agreement and in the event of a conflict or discrepancy between the terms of an Order Form and the terms of the Agreement, the Agreement shall govern except as to which specific Software applications were ordered, the Subscription Term for the order, and the fees, currency and payment terms for the order, for which the Order Form shall govern. Except as otherwise specified in an Order Form, fees are based on services purchased and not actual usage, payment obligations set forth in an Order Form are non-cancelable, fees paid are non-refundable, and the number of subscriptions purchased cannot be decreased during the relevant subscription term stated on the Order Form.

3.6 Account Information and Data.

Customer shall have sole responsibility for any data, information or material Customer may submit to the Service in the course of using the Service (“Customer Data”) and for the accuracy, quality, integrity, legality, reliability, appropriateness of same.

3.7 Ownership.

Customer shall retain all right, title and interest to all Customer Data. Conexus shall retain all right, title and interest in and to: (1) the Software, the Software documentation, all modifications and/or enhancements to the Software (regardless of the source of inspiration for any such enhancement or modification and regardless of whether Customer has provided input regarding such modifications and/or enhancements), and all inventions or discoveries embodied within the Software; (2) data related to the utilization of the software (3) proprietary education or training content; (4) pre-existing materials related to Conexus’s Implementation Services processes and methodologies; and (5) all Deliverables, provided that no Customer Confidential Information (including any personally identifiable information or Customer Data) is shared or revealed by or included within the portion of any Deliverable later used by Conexus. Notwithstanding any other term of this Agreement, Conexus may access and use, and shall retain all right, title and interest in transactional and performance data related to use of the Software, which may include aggregated and anonymized data based upon Customer Data, so long as such data does not reveal any personally identifiable information or specific traits of any particular individual person or of Customer or a Customer Affiliate. Conexus reserves to itself all rights that are not expressly granted pursuant to this Agreement.

3.8 Return of Customer Data.

Customer may extract, at any time, data entered into the system utilizing the tools available in the Software. If the Customer may desire additional data to be provided from the Software, Conexus shall consider such request, determine feasibility and associated costs, if any.

3.9 Implementation Services.

Conexus offers certain services, including services related to implementation and optimization of the software (“Service”), change management and business practice optimization, and education and training (“Implementation Services”). Such Implementation Services are typically purchased via a mutually executed Order Form. Customer shall have a non-exclusive, internal use, perpetual license to the Deliverables resulting from Conexus’s Implementation Services.

3.10 Customer’s Use of Third Party Licensed Data.

To the extent Customer stores data in the Software that has been purchased, licensed or otherwise sourced from third parties, Customer is responsible for ensuring its use, processing, reporting against, combination, comingling and manipulation of such data is in compliance with its agreements with the data provider, and Customer will, indemnify and hold Conexus harmless against any claims by such third party data providers arising from Customer’s use of such third party data in the Software.

2020 BOAST Groupware Confidential and Proprietary Information – not for distribution

3.11 Sub-Processors and Subcontractors.

Customer acknowledges that Conexus may engage providers of hosting, co-location and computing infrastructure related services for portions of its Software services without notification to Customer. Conexus will provide a list of such sub-processors to Customer upon request, and with respect to such sub-processors, Conexus shall ensure that each of its sub-processors with access to personally identifiable data has implemented and maintains reasonable organizational, administrative, physical and technical safeguards for the protection of the security, confidentiality and integrity of personally identifiable data. Customer also acknowledges that Conexus may engage third party subcontractors to provide portions of the Implementation Services to be delivered pursuant to this agreement. Conexus shall retain full responsibility for the performance of its obligations under the Agreement, including any obligations it performs through sub-processors or subcontractors, and shall be fully responsible for all acts or omissions of its sub-processors or subcontractors. The use of any sub- processors or subcontractors by Conexus shall not relieve or release Conexus from any of its obligations under the Agreement. 3.12 General. Conexus reserves the right to change existing infrastructure, hardware and underlying software used to provide the Software as expansion and new technology deem necessary. Conexus assumes no responsibility for delays or problems that result from Customer’s computing or networking environment, Customer’s third party vendors and/or Customer’s local or long distance telephone carriers or ISPs. Use of the Software requires certain third-party applications, including a web browser, operating system and other third-party applications. The third-party applications supported by Conexus and Conexus policies with respect to such applications are as set forth in Conexus’s documentation for the Software.

SECTION 4 WARRANTIES, CLAIMS AND LIMITATIONS 4.1 Conexus Warranties.

Conexus represents and warrants as follows: (1) to Conexus’s knowledge, the Software does not infringe or constitute the misappropriation of any valid U.S. patent, copyright, or other proprietary right of any third party.

4.2 Misappropriation Claims.

Subject to Section 4.4, Conexus agrees to indemnify, defend and hold harmless Customer from and against any and all losses arising out of any third party claim that the Service infringes or misappropriates any valid U.S. patent, copyright or other proprietary right of any third party (a “Misappropriation Claim”); provided, that (1) Customer promptly notifies Conexus in writing of such Misappropriation Claim, (2) Conexus has sole control of the defense of and all settlement negotiations relating to such Misappropriation Claim, (3) Customer cooperates fully in the defense of the Misappropriation Claim, and (4) Customer has paid all accrued fees hereunder. Within a reasonable time following notice of any alleged Misappropriation Claim, Conexus shall have the right, and if such right is exercised, shall not be deemed to be in breach of clause (1) of Section 4.1, to: (1) obtain for Customer the right to continue using the Service, or affected portion thereof, in accordance with the terms of this Agreement; (2) modify the Software to make the Software non-infringing; (3) provide an alternative service which is functionally equivalent to the Software; or (4) if the right to continue to use the Software cannot be procured or the Software cannot be modified or replaced, terminate Customer’s right to use the Software and grant Customer a credit on that portion of the Service Fee paid by Customer attributable to the infringing Software. Conexus shall not have any liability to Customer with regard to any Misappropriation Claim or other claim which is based in whole or in part on: (1) use of the Service in combination with any computer program other than as set forth in the Service Description Document; or (2) a modification or supplement to the Services made by Customer or any other person within the prior written consent of Conexus. /

4.3 DISCLAIMER OF WARRANTY.

THE WARRANTIES SET FORTH IN SECTION 4.1 ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES AND CONEXUS HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR USE AND/OR A PARTICULAR PURPOSE. IN ADDITION, CONEXUS DOES NOT REPRESENT THAT THE SERVICE WILL BE ERROR FREE OR OPERATE UNINTERRUPTED. CONEXUS DOES NOT GUARANTEE OR WARRANT THAT THE SOFTWARE WILL PERFORM ERROR-FREE OR UNINTERRUPTED.

2020 BOAST Groupware Confidential and Proprietary Information – not for distribution

4.4 LIMITATIONS ON LIABILITY.

IN NO EVENT SHALL CONEXUS BE LIABLE UNDER ANY CIRCUMSTANCES FOR SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER (WHETHER ARISING OUT OF CONTRACT, STRICT LIABILITY, OR OTHERWISE), INCLUDING, WITHOUT LIMITATION, ANY LOST REVENUES OR PROFITS OF CUSTOMER, ARISING OUT OF A BREACH OF ANY WARRANTY TO CUSTOMER AND/OR ANY USE OR FAILURE OF THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY ERRONEOUS REPORTS OR DATA BEING ISSUED ON OR THROUGH THE SERVICE ), WHETHER OR NOT CONEXUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) NOTWITHSTANDING ANYTHING IN THESE TERMS TO THE CONTRARY, THE PARTIES AGREE THAT CONEXUS’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED, UNDER ANY CIRCUMSTANCES, THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE PRECEDING THREE MONTH PERIOD.

SECTION 5 CONFIDENTIALITY 5.1 Restrictions on Disclosure and Use of Confidential Information.

Subject to this Section 5, each party shall maintain in confidence all Confidential Information of the other party and (i) will use (and will ensure that its Representatives (defined below) use) reasonable efforts (which shall be no less than the efforts used to protect its own confidential information of a similar nature) to prevent the disclosure of the other party’s Confidential Information to any person or entity, unless authorized by the other party; and (ii) that it will not use Confidential Information of the other party for any purpose other than as authorized by this Agreement or by the other party. Notwithstanding the foregoing, each party may disclose Confidential Information: (1) to its Affiliates and those of its and its Affiliates’ directors, officers, employees, independent contractors, accountants and attorneys (collectively “Representatives”) who need such information in order to assist or advise such party in the performance of its obligations hereunder; and (2) regarding the terms and conditions of this Agreement to the extent required by applicable law. In addition, Conexus and its Affiliates may identify Customer as a customer of Conexus and its Affiliates, and Customer may identify Conexus as a supplier of the Service, in sales or promotional material, public announcements or government filings. Each party shall promptly notify the other party if it discovers any unauthorized use, copying or disclosure of the other party’s Confidential Information.

5.2 Compelled Disclosure.

In the event that a party (including its Representatives) is requested in accordance with applicable law to disclose the other party’s Confidential Information, the receiving party agrees to provide the disclosing party with prompt notice of such request so that the disclosing party will have an opportunity to limit or preclude such disclosure. The receiving party agrees to cooperate with the disclosing party, at the disclosing party’s expense, in any lawful effort to contest the requirement of such disclosure. In the event that a protective order or other remedy is not obtained, the receiving party may furnish only that portion of the disclosing party’s Confidential Information which such party is legally compelled to disclose and will exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded any Confidential Information so furnished.

5.3 Confidentiality Obligations after Termination of Agreement.

Upon the expiration or earlier termination of this Agreement, the parties agree that: (1) all confidentiality provisions of this Section 5 shall survive for a period of five (5) years; and (2) within thirty (30) days of the termination date, each party shall return or certify in writing the destruction of all documents and electronic media containing the other party’s Confidential Information, including all copies.

SECTION 6 MISCELLANEOUS

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6.1 Notices.

All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and may be given by any of the following methods: (1) personal delivery; (2) email transmission but only to the extent promptly followed by overnight or certified mail, postage prepaid, return receipt requested; (3) overnight or certified mail, postage prepaid, return receipt requested; or (d) next day air courier service. Notices shall be sent to the appropriate Party at its address or email address provided in this Agreement (or at such other address, electronic address or facsimile number for such party as shall be specified by notice given hereunder). A notice shall be deemed given on the earlier of its date of delivery or the third business day after its date of mailing or transmission.

6.2 Relationship of the Parties.

Conexus and Customer are independent contractors and are not agents, representatives, partners or joint venturers of each other. No party has any right or authority to make any representation or warranty, or create any obligation, on behalf of the other party.

6.3 Amendments and Waivers.

This Agreement may not be modified or amended except by a written instrument signed by an authorized representative of each of the parties. Any failure of a party to comply with any obligation contained herein may be waived by the party entitled to the benefit thereof only by a written instrument signed by an authorized representative of the party granting such waiver. No failure on the part of any party to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy hereunder preclude any future exercise thereof or the exercise of any other right or remedy.

6.4 Assignment.

This Agreement may not be assigned (by operation of law or otherwise) or transferred, in whole or in part, by either party without the prior written consent of the other party; provided, however, that (A) either party shall be entitled to assign this Agreement, without the prior written consent of the other party, to an Affiliate of such party or (B) Conexus shall be entitled to assign this Agreement to any successor corporation which succeeds as a going concern to the business presently conducted by Conexus pursuant to a merger, consolidation or sale of all or substantially all of its assets, if such successor corporation assumes Conexus’s obligations hereunder.

6.5 Parties in Interest.

Except as specifically provided herein, this Agreement is not intended to and does

not create any rights in favor of any person or entity not a party hereto.

6.6 Governing Law; Jurisdiction.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of New Jersey, without regard to its conflict of law principles or the United Nations Convention on the International Sale of Goods. Each party expressly consents to the jurisdiction of the courts of the State of New Jersey and the Federal District Courts for the State of New Jersey, and waives any objections or right as to the forum non conveniens, lack of personal jurisdiction or similar grounds.

6.7 Dispute Resolution

In the event of a dispute, the parties shall first attempt to resolve by face to face negotiation with employees from each party with a title of vice president or higher in attendance. Any dispute that the parties fail to resolve by negotiation shall be resolved by binding arbitration in the State of New Jersey before a sole impartial arbitrator. The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association (“AAA”), and shall be governed by the Federal Arbitration Act, 9 U.S. Code 1 et seq. Either party may commence arbitration by serving a written demand for arbitration on the other party. The parties shall attempt to agree on an arbitrator, but if the parties fail to reach such agreement within 20 days after the demand for arbitration is served, either party may request appointment of the arbitrator by the AAA. The person so appointed by AAA shall serve as the arbitrator for resolution of the dispute. If that person is disqualified for any reason, the AAA office shall appoint a substitute arbitrator. Each party shall bear its own costs and expense, including attorneys’ fees, but the arbitrator may, in the award, allocate all of the administrative costs of the arbitration (and the mediation, if applicable) and/or attorney’s fees, including the fees of the arbitrator and mediator, against the party who did not prevail. Judgment on the arbitration award may be entered in any court having jurisdiction.

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6.8 Remedies.

Customer acknowledges that money damages may be both incalculable and an insufficient remedy for any breach of this Agreement by the other party and that any such breach may cause such party irreparable harm. Accordingly, each party also agrees that in such event, the other party, in addition to any other remedies at law or in equity it may have, is entitled, without the requirement of posting any security, to apply for equitable relief, including injunctive relief and specific performance.

6.9 Entire Agreement; Counterparts; Conflict; Severability.

This Agreement contains the entire agreement and understanding between the parties relating to the subject matter hereof, and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to such subject matter. In the event of any conflict in interpretation between this Schedule A and any other Schedule or attachment thereto, the provisions of this Schedule A shall control. If any provision of this Agreement is declared invalid or illegal for any reason, then the remaining provisions of this Agreement and the underlying documentation shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein.

6.10 Export Laws.

Each party shall comply with all United States and foreign export control laws or

regulations applicable to its performance under this Agreement

6.11 Force Majeure.

Each party shall be excused for any reasonable delay in its performance under this Agreement, if such delay shall be due to any cause beyond its reasonable control, including, but not limited to, acts of God or the public enemy, valid law, acts or requests of any Governmental Authority, wars or acts of war, terrorist acts, threats of terrorism, floods, fires, storms, strikes, lockouts, delivery of nonconforming or defective raw material, supplies or equipment, interruptions of transportation, freight embargoes or failures, exhaustion or unavailability on the open market or delays in delivery of raw material, supplies, equipment, or services necessary for the performance of any provision hereof, or happening of any unforeseen acts, misfortune, or casualty by which performance hereunder is delayed or prevented.. If any such delay occurs, the party affected by the delay shall inform the other parties of the occurrence of the circumstances causing the delay, and (unless the cause thereof shall frustrate or render impossible or illegal the performance of this Agreement or shall otherwise discharge the same), the period for performing obligations under this Agreement shall be extended (not limited to the length of the delay) as may reasonably be required to complete the delayed performance or obligation; further provided, however, that nothing herein shall relieve Customer of its obligations to make payment of any and all accrued fees and expenses under this Agreement.

2020 BOAST Groupware Confidential and Proprietary Information – not for distribution