N41 Apparel ERP

Licensee may store or install the Software on a single storage device (e g , a network server or terminal server) which is used to run or install the Software on computers over an internal network, provided Licensee acquires and dedicates a license for each separate client or computer on which the Software is run or installed from the storage device The Software license may not be shared or used concurrently on different clients or computers

1 2 Quantity of Licenses Purchased The use and scope of the licenses and products purchased by Licensee shall be pursuant to the terms in this EULA, including, but not limited to Section 1 1 Licensee shall have the ability to purchase additional licenses, products, and services described herein from Licensor after the Effective Date so long as such additional purchases are in accordance with the terms and conditions of this EULA

1 3 Payment Schedule of Licenses Purchased The total quantity of Software licenses purchased by Licensee and any additional fees in relation to the purchase of the Software shall be paid as follows: (1) fifty per cent (50%) due upon receipt of the invoice which correlates to the Effective Date of the sale of the Software issued by Licensor to Licensee; (2) The remainder due upon the earlier of the following two events: (a) Completion of the User Acceptance Testing (“UAT”) as described in Schedule A attached hereto and incorporated herein or (b) Licensee issuing invoices to Licensee’s customers through the use of the Software; (3) if Licensee incurs additional costs and/or fees after the remainder of fees are due in accordance with this section, such costs and/or fees shall be due immediately and payable to Licensor or as otherwise agreed to in writing by the Licensee and Licensor

There are no grace periods Payments are delinquent if unpaid one day after they are due Delinquent payments shall accrue interest at the rate of 10% per month (or any  portion thereof) of delinquency

1 4 Remote Access Licensee may access and use the Software remotely from another device as described as follows: (1) the single primary user of the device hosting the remote desktop session may access and use the Software remotely from any other device No other person may use the Software under the same license at the same time except to provide support services; (2) any user may access and use the software remotely from a separately licensed device; and (3) Licensee may allow other devices to access the Software to provide Licensee with support services Licensee does not need additional licenses for this access

1 5 Multiplexing The hardware or software Licensee uses to (1) pool connections, (2) reroute information, or (3) reduce the number of devices or users that directly access or use the Software (sometimes referred to as “multiplexing” or “pooling”), does not reduce the number of licenses Licensee needs

1 6 Use Restrictions The Software may not be re-sold, sub-licensed, rented, leased, or transferred (except as expressly provided above) Access to the Software (as a hosted service or in any other fashion, whether for fees or no fees) will not be provided to any persons other than Licensee’s authorized agents

Except as explicitly provided herein, Licensee shall not: (1) make available nor distribute all or part of the Software to any third party by assignment, sublicense or by any other means; (2) copy, adapt, reverse engineer, decompile, disassemble, or modify, in whole or in part, any of the Software; or (3) use the Software to operate in or as a time-sharing, outsourcing, or service bureau environment, or in any way allow third party access to the Software

Article 2 PROPRIETARY RIGHTS 2 1 Proprietary Rights Licensee acknowledges and agrees that the copyright, trademark, patent, trade secret, and all other intellectual property rights of whatever nature in the Software, including any rights in derivative, modified or adapted versions of the Software, are and shall remain the property of Licensor, and nothing in this EULA should be construed as transferring any aspects of such rights to Licensee or any third party

3 1 Confidential Information “Confidential Information”, shall mean the Software and the terms and conditions of this EULA Licensee acknowledges the confidential and proprietary nature of the Confidential Information and agrees that it shall not reveal or disclose any Confidential Information for any purpose to any other person, firm, corporation or other entity, other than Licensee’s employees with a need to know for such Confidential Information to perform employment responsibilities consistent with such Licensee’s rights under this EULA Licensee shall safeguard and protect the Confidential Information from theft, piracy or unauthorized access in a manner at least consistent with the protections Licensee uses to protect its own most confidential information Licensee shall inform its employees of their obligations under this EULA, and shall take such steps as may be reasonable in the circumstances, or as may be reasonably requested by Licensor, to prevent any unauthorized disclosure, copying or use of the Confidential Information Licensee acknowledges and agrees that in the event of the Licensee’s breach of this EULA, Licensor will suffer irreparable injuries not compensated by money damages and therefore shall not have an adequate remedy at law Accordingly, Licensor shall be entitled to a preliminary and final injunction without the necessity of posting any bond or undertaking in connection therewith to prevent any further breach of these confidentiality obligations or further unauthorized use of Confidential Information This remedy is separate and apart from any other remedy Licensor may have

3 2 Unauthorized Disclosure Licensee shall notify Licensor immediately upon discovery of any prohibited use or disclosure of the Confidential Information, or any other breach of these confidentiality obligations by Licensee, and shall fully cooperate with Licensor to help Licensor regain possession of the Confidential Information and prevent the further prohibited use or disclosure of the Confidential Information

Article 4 ACCEPTANCE TESTING 4 1 Acceptance Testing Requirements for acceptance testing of initial and upgrade versions of the Software are identified as set forth in Schedule A attached hereto, and incorporated herein

Article 5 SOFTWARE SUPPORT SERVICES 5 1 Supplemental Agreement – Annual Software Support Service (REQUIRED) Licensor shall provide to Licensee Software Support service as set forth in Schedule B attached hereto, and incorporated herein

5 2 Additional Software/Services This EULA applies to updates, supplements, add-on components, or Internet-based services components of the Software that Licensee may obtain from Licensor after the date Licensee obtains the initial copy of the Software, unless Licensee accepts updated terms or another agreement governs Licensor reserves the right to discontinue any Internet-based services provided to Licensee or made available to Licensee through the use of the Software

If Licensee purchases support services non-related to the Software from Licensor, Licensor shall provide support services on the terms and conditions specified in an agreement separate from this EULA

5 3 Upgrades To use Software identified as an upgrade, Licensee must first be licensed for the software identified by Licensor as eligible for the upgrade After upgrading, Licensee may no longer use the software that formed the basis for Licensee’s upgrade eligibility

Article 6 LIMITED WARRANTY FOR SOFTWARE ACQUIRED IN THE US AND CANADA 6 1 Scope The “Warranty Period” for the Software shall be sixty (60) days from the Acceptance Date as defined in Schedule A Licensor represents to Licensee that: (1) during the Warranty Period, the Software shall operate free from Critical Defect; and (2) upon notification to Licensor during the Warranty Period of any Critical Defects, Licensor will, during its normal business hours and at no cost to Licensee, use reasonable efforts to correct such Defects which are reproducible and verifiable by Licensor, excluding any defects or errors caused by uses of the Software which were not in accordance with its intended business purpose

If an implied warranty or condition is created by Licensee’s state/jurisdiction and federal or state/provincial law prohibits disclaimer of it, Licensee also has an implied warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (SIXTY DAYS) AS TO ANY DEFECTS DISCOVERED AFTER THE SIXTY-DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to Licensee

Any supplements or updates to the Software, including without limitation, any (if any) service packs or hot fixes provided to Licensee after the expiration of the sixty-day Limited Warranty period are not covered by any warranty or condition, express, implied or statutory

6 2 “Critical Defect” Defined For purposes of this EULA, “Critical Defect” shall mean any unexpected adverse system behavior that does not allow for a reasonable user manual workaround

6 3 Limitations on Remedies; No Consequential or Other Damages In the event that Licensee notifies Licensor of a material error during the Limited Warranty Period, Licensor’s sole liability for breach of the foregoing warranty, and Licensee’s sole remedy, will be as is set forth below: Except for Licensor’s use of reasonable efforts to correct such errors or, in Licensor’s sole discretion, to refund the portion of the prepaid price applicable to the portion of the Software which is defective, LICENSEE IS NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, if the Software does not meet Licensor’s Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose The terms of Article 8 (“Exclusion of Incidental, Consequential and Certain Other Damages”) are also incorporated into this Limited Warranty Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to Licensee This Limited Warranty gives Licensee specific legal rights Licensee may have other rights which vary from state/jurisdiction to state/jurisdiction

6 4 Licensee’s Exclusive Remedy Licensor’s and its suppliers’ entire liability and Licensee’s exclusive remedy for any breach of this Limited Warranty or for any other breach of this EULA or for any other liability relating to the Software shall be, at Licensee’s option from time to time exercised subject to applicable law, (a) return of the amount paid (if any) for the Software, or (b) repair or replacement of the Software, that does not meet this Limited Warranty and that is returned to Licensor with a copy of Licensee’s receipt Licensee will receive the remedy elected by Licensor without charge, except that Licensee is responsible for any expenses Licensee may incur (e g cost of shipping the Software to Licensor) This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use or a virus Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer, and Licensor will use commercially reasonable efforts to provide Licensee’s remedy within a commercially reasonable time of Licensee’s compliance with Licensor’s warranty remedy procedures Outside the United States or Canada, neither these remedies nor any product support services offered by Licensor are available without proof of purchase from an authorized international source To exercise Licensee’s remedy, contact: Nouvolution, Inc / Attn Nouvolution Sales Department / 1458 South San Pedro Street, Suite #256, Los Angeles, CA 90015, or the Nouvolution subsidiary serving your country

Article 7 DISCLAIMER OF WARRANTIES 7 1  Scope The Limited Warranty that appears above is the only express warranty made to Licensee and is provided in lieu of any other express warranties or similar obligations (if any) created by any advertising, documentation, packaging, or other communications Except for the Limited Warranty and to the maximum extent permitted by applicable law, Licensor and its suppliers provide the Software and support services (if any) AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Software, and the provision of or failure to provide support or other services, information, software, and related content through the Software or otherwise arising out of the use of the Software ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION, OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE