LICENSE AND SUBSCRIPTION AGREEMENT

THIS LICENSE AND SUBSCRIPTION AGREEMENT governs the acquisition and use of all Shift CRM Products and/or Services involving the license of intellectual property of Shift CRM Inc. (“Shift CRM”) for use of the Product and/or Services, and may be in conjunction with or separate from a master services agreement for provision of services by Shift CRM to you.

You agree that the terms and conditions contained herein may be accepted by you as follows: (i) your executing an Order Form or Statement of Work that references this Agreement; (ii) by your “toggling” or otherwise confirming acceptance of this Agreement by positive action; or (iii) by computer generated signature.  Any party may but is not required to email PDF a signed copy of this Agreement, including in counterparts, to the other party to evidence validity of this Agreement.

1. Definitions

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with another entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of an entity.

“Agreement” means this License and Subscription Agreement.

“Data” means all data or information submitted by you for or in respect of the Product or Services.

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

“Non-Shift CRM Applications” means online applications and offline software products which are provided by entities or individuals other than Shift CRM and that inter-operate with the Services.

“Order Form” means an order form by which Client purchases any Product for use, and for the period of time, as described therein.

“Product” means any proprietary technology of Shift CRM (including software, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) contained in any product of Shift CRM that is or may be downloaded for use for a fee.

“Services” means the proprietary services of Shift CRM that are ordered by you pursuant to a Statement of Work, which are or include the intellectual property of Shift CRM, and may include customization of Product or Services for your use.

“Statement of Work” means an agreement for a Product and/or Services made subject to a Master Services Agreement (MSA) between you and Shift CRM, including addenda and supplements thereto.

“Subscription Term” has the meaning specified in Section 7.2 hereof.

“Term” has the meaning specified in Section 7.1 hereof.

“you” or “your” means you personally or the legal entity for which you are accepting this Agreement, and Affiliates of that entity.

“Users means individuals who are authorized by you to use the Products and Services. Users may include but are not limited to your employees, consultants, contractors and agents, and third parties with which you transact business.

2. Products and Services

2.1 Provision of Products and Services. Shift CRM hereby grants you a nonexclusive license to use the Products and Services during the Term, and shall make the Products and Services available to you pursuant to this Agreement during the Subscription Term outlined in the Order Form or Statement of Work pertaining to such Products and/or Services. You agree that your purchase of the Product and/or Services is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Shift CRM regarding future functionality or features.

2.2 Shift CRM Responsibilities. Shift CRM agrees to provide support for the Product if and as specifically provided as Services in a Statement of Work, and shall provide such Services in accordance with Ontario laws and regulations. If the Parties have not entered into a MSA, no Services shall be provided.

2.3 Your Responsibilities. You agree to: (i) be responsible for Users’ compliance with this Agreement, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and Product, and notify Shift CRM promptly of any such unauthorized access or use, and (iii) use the Product and Services only in accordance with all applicable laws and government regulations. In addition, you agree and shall not: (a) make the Product or Services available to anyone other than Users, (b) sell,

resell, or lease, directly or indirectly, the Product or Services, (c) use the Product or Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Product or Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Product or Services or third-party data contained therein, (f) attempt to gain unauthorized access to the Product or Services or their related systems or networks, or (g) reverse engineer, decrypt, de-compile, disassemble, or create any derivative works of the Products and/or Services.

2.4 Limitations on Use. The Product and Services may be subject to such other limitations as are specified in the Order Form or Statement of Work. You may not access the Product or Services if you are a direct competitor, except with Shift CRM’s prior written consent. In addition, you may not access any Product or Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

3. Non-Shift CRM Providers

3.1 Acquisition of Non-Shift CRM Products and Services. Any acquisition by you of non-Shift CRM products and/or services, and any exchange of data between you and any non-Shift CRM provider, is solely between you and such provider. Shift CRM does not warrant or support non-Shift CRM products or services.

3.2 Non-Shift CRM Applications and your Data. If you install or enable Non-Shift CRM Applications for use with the Product or Services, unless as a Product provided pursuant to an Order Form or as part of the Services to be provided pursuant to a Statement of Work, Shift CRM shall not be responsible for any disclosure, modification or deletion of your Data resulting from any such access by Non-Shift CRM Application providers.

3.3 Integration with Non-Shift CRM Applications. The Shift CRM Services may contain features designed to inter-operate with Non-Shift CRM Applications. If a provider ceases to make a Non-Shift CRM Application available for inter-operation with the corresponding Product or Services, Shift CRM may cease providing such Product or Services, or support thereto and any refund, credit, or other compensation related to ongoing support for a Product or Services shall be governed by the relevant Statement of Work.

4. Fees and Payment

4.1 Fees. Fees for Products ordered by Order Form are as specified in such Order Form. For Products and Services pursuant to a Statement of Work, you agree to pay the fees specified in the Statement of Work for the Products and Services. Products and Services subscription fees are based on annual, quarterly or monthly periods as specified in the Order Form or Statement of Work and begin on the subscription start date and each annual, quarterly, or monthly anniversary thereof. Fees for subscriptions added in the middle of the specified period will be charged pro-rata for that period and the periods remaining in the Subscription Term.

4.2 Invoicing and Payment. For Products and Services ordered pursuant to a Statement of Work and/or Order Form, Shift CRM will invoice you and payment is required in accordance with the relevant Statement of Work/Order Form.

5. Proprietary Rights

5.1 Reservation of Rights in Products. Shift CRM reserves all right, title and interest in and to the Products, including all intellectual property rights. No rights are granted other than the right of access and use, as expressly set forth herein.

5.2 Reservation of Rights in Services. Subject to any right, title and interest in and to the Services that are expressly granted to you in any Statement of Work, Shift CRM reserves all right, title and interest in and to the Services, including all intellectual property rights.

5.3 Restrictions. You agree to and shall not: (i) permit any third party to access the Products, and in relation to the Services only as permitted herein or in a Statement of Work, (ii) create derivate works based on the Products or Services, (iii) copy, frame or mirror any part or content of the Products or Services, other than copying or framing for your own internal business back-up, retention or other internal business purposes, (iv) reverse engineer the Products or Services, or (v) access the Products or Services in order to build a competitive product or service, or copy any features, functions or graphics of the Products or Services.

5.4 Your Applications and Code. If you, a third party acting on your behalf, or a User creates applications or program code using the Products and/or Services, you authorize Shift CRM to copy, transmit, display and adapt such applications and program code as necessary for Shift CRM to provide the Products and/or Services in accordance with this Agreement. Subject to the above, Shift CRM shall acquire no right, title or interest from you or your licensors under this Agreement in or to such applications or program code, including any intellectual property rights therein.

5.5 Data. Subject to the limited rights granted by you hereunder, Shift CRM acquires no right, title or interest in or to your Data, including any intellectual property rights therein.

5.6 Suggestions. Shift CRM shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Products and/or Services any suggestions, enhancement requests, recommendations or other feedback provided by you, including Users, relating to the operation of the Product and/or Services.

6. Warranties and Disclaimers

6.1 Warranties. Shift CRM warrants that it has the legal authority to enter into this Agreement. You warrant that you have the legal authority to enter into this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its Affiliates to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity and its Affiliates as applicable.

6.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

6.3 Trial Services. From time to time Shift CRM may invite you to try or participate in, at no charge, Shift CRM products or services that are described as in beta, pilot, limited release, developer preview, non-production or a description of similar import. If you choose to try or participate you will be asked to sign a Participant Agreement. Such products and services are or will be provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. Such products and services are not considered within the definition of “Products” or “Services” hereunder and are provided “as is” with no express or implied warranty. Shift CRM may discontinue any such products and services at any time in Shift CRM’s sole discretion and may never make them generally available.

7. Term and Termination Obligations

7.1 Term of Agreement. This Agreement is effective between you and Shift CRM as of the date you purchase any Product or enter into a Statement of Work, and continues for the duration of your use of a Product and/or Services (the “Term”).

7.2 Subscription Term. Products and Services subscriptions purchased by you commence on the start date specified in the applicable Order Form or Statement of Work and continue for the subscription term specified therein (the “Subscription Term”). Except as otherwise specified in the applicable Order Form or Statement of Work, all Products and Services subscriptions shall automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter), unless a party gives the other notice of non-renewal at least 30 days before the end of a Subscription Term. Subscription pricing increase shall not exceed the amount charged to new clients or customers for similar Products and Services.

7.3 Survival. Upon termination or expiration of the Term of this Agreement, the following Articles of this Agreement shall continue and survive: 5 (Proprietary Rights), 7.3 (Survival), 8 (Other Provisions).

8. Other Provisions

8.1 Notices. Any notice given pursuant to this Agreement shall be in writing and may be effectively given if delivered personally, via courier or sent by facsimile to the registered business address for a party. Any notice received by personal delivery, courier or facsimile transmission before 4:00 p.m. on a business day in the jurisdiction of the recipient shall be deemed to have been given on that business day. Any notice received by a recipient by personal delivery or facsimile transmission after 4:00 p.m. on a business day, or any other day, shall deemed to have been given on the next business day.

8.2 Dispute Resolution and Governing Law. If any dispute arises between the Parties pertaining to this Agreement which the Parties are unable to resolve amicably, such dispute shall be submitted to mediation, excepting only any cause of action giving rise to a claim for equitable relief and/or claims related to or involving intellectual property. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario without regard to conflicts of interest provisions, and the Parties attorn to the jurisdiction of the courts in Toronto, Ontario for the final resolution of any disputes.

8.3 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

8.4 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

8.5 Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

8.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

8.7 Assignment. You agree that you shall not be entitled to assign any rights under this Agreement. Any attempted or purported assignment shall be null and void and shall result in the termination of this Agreement as of the date of the purported assignment.

8.8 Entire Agreement. This Agreement, and the Order Form and/or Master Services Agreement and all Statement of Works, as applicable, constitute the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement, the Order Form and/or Master Services Agreement or any Statement of Work, the terms of this Agreement shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a purchase order or other order or work or services documentation sent by you to Shift CRM (excluding Order Forms and Statement of Works) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.