FIELD2BASE MOBILE FORMS™ LICENSE AGREEMENT

IMPORTANT

THIS IS A LEGAL AGREEMENT BETWEEN YOU (“YOU”) AND FIELD2BASE, INC. (“FIELD2BASE”). FIELD2BASE IS WILLING TO LICENSE THE FIELD2BASE SOFTWARE AND RELATED DOCUMENTATION KNOWN AS FIELD2BASE MOBILE FORMS™ (THE “SOFTWARE”) TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT (THE "AGREEMENT"). PLEASE READ THE TERMS AND CONDITIONS CAREFULLY BEFORE CLICKING ON THE “I AGREE” BUTTON, AS CLICKING ON THIS BUTTON WILL INDICATE YOUR ASSENT TO THEM. IF YOU DO NOT AGREE TO THE BELOW TERMS AND CONDITIONS, THEN CLICK ON THE “I DO NOT AGREE” BUTTON. IF YOU DO NOT AGREE TO THE BELOW TERMS AND CONDITIONS, FIELD2BASE IS UNWILLING TO LICENSE THE SOFTWARE TO YOU. THESE TERMS AND CONDITIONS ARE A LEGALLY BINDING AGREEMENT. IF YOU DOWNLOAD AND USE THE SOFTWARE ACTING AS THE AGENT FOR A COMPANY OR OTHER ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH COMPANY OR ENTITY AND YOU GUARANTEE COMPLIANCE BY SUCH COMPANY OR ENTITY WITH THIS AGREEMENT.

1. Subject to the following terms and conditions, Field2Base grants you a nonexclusive, nontransferable limited license to install and use the Software solely for your internal business purposes and subject to the limitations in this Agreement. This license is solely for the use of the Software by you on a single device at any one time. You may not physically transfer or copy the Software on to another device. Subject to the foregoing limitation, you are entitled to copy the Software in connection with a devices normal back-up and recovery procedures (e.g., using iCloud backup in connection with an iPad).
   
   
2. You may use the Software solely in connection with the Field2Base enterprise software and Field2Base hosted services.
   
   
3. You may not transfer the Software to another entity or person. You shall not modify, translate, reverse assemble or reverse compile in whole or in part the Software. You shall not rent, sell, time-share, lease, sublicense, transfer, copy, disclose, display or otherwise make available the Software or copies thereof to others, except as provided herein. Any breach of the above terms and conditions shall immediately terminate your license under this Agreement. You hereby certify and agree that the Software will not be shipped, transferred, or re-exported, directly or indirectly, into any country prohibited by the United States Export Administration Act and the regulations thereunder, and the Software will not be used for any purpose prohibited by the same.
   
   
4. You may not erase, delete or modify any copyright, trademark or other proprietary notices included on the Software. You agree that if you infringe Field2Base’s intellectual property rights or exceed the scope of permitted use of this license, Field2Base will be irreparably injured and may obtain a court order to enjoin you from further use of the Software.
   
   
5. This license is not a sale. Title, ownership rights, and intellectual property rights in and to the Software shall remain in Field2Base. You agree to abide by the copyright laws and all other applicable laws of the United States and international treaties. You acknowledge that the Software in source code form remains a confidential trade secret of Field2Base. Failure to comply with the above restrictions will result in automatic termination of this Agreement and will make available to Field2Base other legal remedies.
   
   
6. Notwithstanding anything herein to the contrary, you acknowledge and agree that Field2Base may terminate your license to the Software if you have failed to comply with any of your obligations under this Agreement.
   
   
7. Although Field2Base has no obligation to provide upgrades to the Software, Field2Base may from time to time provide upgrades, patches and fixes. Any upgrades to the Software shall be deemed to become part of the Software and shall be subject to the terms and conditions of this Agreement.
   
   
8. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY TYPE, AND FIELD2BASE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, AND FIELD2BASE HEREBY DISCLAIMS THE SAME. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, FIELD2BASE MAKES NO REPRESENTATION OR WARRANTY THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR FREE.
   
   
9. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL FIELD2BASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING ANY CLAIMS FOR LOST PROFITS, BUSINESS INTERRUPTION, LOST INFORMATION OR OTHER DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE. IN NO EVENT SHALL FIELD2BASE HAVE ANY LIABILITY FOR ANY DATA STORED OR PROCESSED WITH THIS SOFTWARE, INCLUDING THE COST OF RECOVERING ANY LOST DATA. IN ALL EVENTS, FIELD2BBASE’S SOLE LIABILITY UNDER THIS AGREEMENT IN THE AGGREGATE SHALL BE LIMITED TO $5.00. THE PARTIES AGREE THAT THESE LIMITATIONS ARE AN ESSENTIAL PART OF THE AGREEMENT AND THAT FIELD2BASE WOULD NOT ENTER INTO THE AGREEMENT WTIHOUT THESE LIMITATIONS. THIS LIMITATION OF LIABILITY CLAUSE WILL SURVIVE FAILURE OF ITS ESSENTIAL PURPOSE.
   
   
10. Your use of this Software is subject to the terms of a Subscription Agreement between Field2Base and its client that is benefiting by your use of the Software. Upon termination of the Subscription Agreement for any reason, your use of the Software and this Agreement will automatically terminate. In addition, you may terminate your license to the Software by simply deleting the Software from your device. In the event of termination of this Agreement or your right to use the Software, all the sections of this Agreement will survive except for Sections 1 and 2.
    
    
11. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to the choice of law provisions thereof. Any dispute or claim arising out of, or in connection with, this Agreement shall be finally settled by binding arbitration in Raleigh, North Carolina, in accordance with N.C. Gen. Stat. § 1-569.1 et seq. (the “Revised Uniform Arbitration Act”) and the then-current rules and procedures of the American Arbitration Association by one (1) arbitrator appointed by the American Arbitration Association. The arbitrator shall apply the law of the State of North Carolina, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that, any provision of applicable law notwithstanding, they will not request, and the arbitrator shall have no authority to award, punitive or exemplary damages against any party. In the event that any arbitration, action or proceeding is brought in connection with this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorneys' fees. In the event that the above arbitration provision is held invalid or unenforceable, any dispute with respect to this Agreement shall be brought and heard either in the North Carolina state courts located in Raleigh, North Carolina or the federal district court, located in Raleigh, North Carolina. In such event, the parties to this Agreement each consent to the in personam jurisdiction and venue of such courts. The parties agree that service of process upon them in any such action may be made if delivered in person, by courier service, by telegram, by telefacsimile or by first class mail, and shall be deemed effectively given upon receipt.
    
    
12. You agree to indemnify and hold Field2Base and its directors, officers, agents, contractors, affiliates, partners and employees, harmless from and against any loss, liability, claim, or demand, including reasonable attorneys’ fees, arising out of any claim, action, investigation or proceeding made or instituted by any third-party due to or arising out of: (i) your use of the Software; or (ii) your breach of any representations, warranties, or obligations hereunder.
    
    
13. This Agreement sets forth the entire agreement between you and Field2Base pertaining to the licensing of the Software and supersedes in its entirety any and all written or oral agreements previously existing between the parties with respect to such subject matter. If any provision of this Agreement is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of this Agreement shall continue in full force and effect. In the event of any conflict between any provision of this Agreement and any applicable law, the provision or provisions of this Agreement affected shall be modified to remove such conflict and permit compliance with such law and as so modified this Agreement shall continue in full force and effect. This Agreement may not be assigned without the consent of Field2Base.