TERMS OF USE AGREEMENT

This is a legally binding Agreement between StratusCore Inc. Inc. and the End User. By using RAVEL Orchestrate, the End User agrees to all of the terms and conditions stated in this Agreement.

1. The following terms and conditions apply exclusively to StratusCore Inc.’s RAVEL Orchestrate, “The Software”:

1.1. Definitions:

“Authorized Use” means the specified Licensed Level at which End User is authorized to execute or run the Software as stipulated.

"Confidential Information" means, with respect to the StratusCore Inc., all information that StratusCore Inc. protects against unrestricted disclosure to others, including but not limited to StratusCore Inc. Materials, including without limitation the following information regarding the Software: computer software (object and source codes), programming techniques and programming concepts, methods of processing, system designs embodied in the Software; (ii) benchmark results, manuals, program listings, data structures, flow charts, logic diagrams, functional specifications, file formats; and (iii) discoveries, inventions, concepts, designs, flow charts, documentation, product specifications, application program interface specifications, techniques and processes relating to the Software.

“End User” shall have the meaning of Customer or Partner using or having access to the Software.

"Documentation" means StratusCore Inc.'s documentation that is delivered or made available to the End User with the Software under this Agreement.

“Intellectual Property Rights” means patents of any type, design rights, utility models or other similar invention rights, copyrights, mask work rights, trade secret or confidentiality rights, trademarks, trade names and service marks and any other intangible property rights, including applications and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.

“StratusCore Inc. Materials” means any software, programs, tools, systems, data or other materials made available by StratusCore Inc. including supplier based infrastructure made available for the purpose of using the Software, to the End User in the course of the performance under this Agreement including, but not limited to, the Software and Documentation, StratusCore Inc. supplier infrastructure, as well as any information, materials or feedback provided by the End User to StratusCore Inc. relating to the Software and Documentation.

2. License:

2.1. The Software provided to the End User under this Agreement is subject to the End User’s compliance with all the terms and conditions of this Agreement. StratusCore Inc. grants to the End User a limited, non-exclusive, non-transferable subscription-based license to use the Software and StratusCore Inc. Materials solely as provided by StratusCore Inc. The use of the Software by the End User is subject to the Licensed Level selected by End User.

2.2. StratusCore Inc. may install or assist the End User to install the Software on hardware that is owned or licensed by End User or is operated by StratusCore Inc. via a private network or StratusCore Inc. supplier hosted infrastructure (the “Hardware”). The End User shall be entitled to access and use the Software using License Keys provided by StratusCore Inc. Should the End User use their own cloud tenancy and/or their own on-premise or datacenter infrastructure, it is understood that the End User has the knowledge and experience to follow the directions provided in the RAVEL Orchestrate Support Documentation.

2.3. The End User shall indemnify, defend and hold harmless StratusCore Inc. and its licensors and suppliers for any claim arising from the End User’s use of the Software: (i) in breach of this Agreement; or (ii) in breach or infringement of third party rights.

2.4. THE END USER’S RIGHT TO USE THE SOFTWARE SHALL BE EFFECTIVE FROM THE LICENSE DATE THROUGH THE END OF THE LICENSE PERIOD. NOTICE OF EXPIRATION WILL NOT ACTIVELY BE GIVEN. THE END USER AGREES TO DESTROY STRATUSCORE INC. MATERIALS, THE SOFTWARE AND ALL COPIES MADE OF IT WITHIN 10 (TEN) DAYS OF THE END OF THE EFFECTIVE PERIOD.

2.5. This license does not permit the End User to: (i) use StratusCore Inc. Materials to provide services to third parties (e.g. business process outsourcing, service bureau applications or third party training); (ii) lease, loan, resell, sublicense or otherwise distribute StratusCore Inc. Materials; (iii) distribute or publish keycode(s); (iv) make any use of or perform any acts with respect to StratusCore Inc. Materials other than as expressly permitted in accordance with the terms of this Agreement; (v) use software components other than those specifically identified for use with the Software and with valid third party licenses obtained by the End User,; (vi) modify the Software; (vii) use the Software or StratusCore Inc. Materials for any purposes that are competitive with StratusCore Inc.; (viii) use, copy, modify or distribute the Software except as expressly permitted in this Agreement; (ix) use any of StratusCore Inc. Materials or the Software components, files, modules, audio-visual content, or related licensed materials separately from the Software; (x) use the Software for commercial application hosting; or (xi) benchmark or disclose the results of any benchmark test of the Software to any third party without StratusCore Inc.’s prior written approval.


2.6. All rights not expressly granted are reserved by StratusCore Inc.. Software used for other than the approved usage will be considered a breach of this Agreement.

3. Auditing and Reporting:

3.1. Upon reasonable notice, StratusCore Inc. may audit the End User’s use of the Software and the End User’s compliance with the terms of this Agreement. The End User is responsible for a) ensuring that it does not exceed its Authorized Use, and b) remaining in compliance with the terms and conditions of this Agreement. Upon StratusCore Inc.’s request, the End User agrees to provide all information reasonably necessary for StratusCore Inc. to conduct the audit. The audit will be conducted in a manner that minimizes disruption to the End User’s business, during normal business hours. StratusCore Inc. may use an independent auditor to assist with such verification, provided StratusCore Inc. has a written confidentiality agreement in place with such auditor. The End User will cooperate reasonably with StratusCore Inc.’s audit request and procedures.

3.2. StratusCore Inc. will notify the End User in writing if any such verification indicates that the End User has used any Software in excess of its Authorized Use or is otherwise not in compliance with the terms and conditions of this Agreement. The End User agrees to promptly pay directly to StratusCore Inc. the charges that StratusCore Inc. specifies in an invoice for a) any such excess use, b) support for such excess use, and c) any additional charges and other liabilities determined as a result of such verification.

4. Warranty:

4.1.StratusCore Inc. does not guarantee or warrant any features or qualities of Software and StratusCore Inc. Materials or give any undertaking with regard to any other quality. No such warranty or undertaking shall be implied by StratusCore Inc. from any description in the Software or StratusCore Inc. Materials or any available documentation or any other communication or advertisement for the Software or StratusCore Inc. Materials except to the extent that StratusCore Inc. has expressly confirmed a specific quality in writing. In particular, StratusCore Inc. does not warrant that the Software or StratusCore Inc. Materials will be available uninterrupted or permanently. All warranty claims are subject to the limitation of liability stipulated below.

4.2. THE SOFTWARE IS LICENSED TO THE END USER “AS IS”, WITHOUT ANY WARRANTY, ESCROW, TRAINING, MAINTENANCE, OR SERVICE OBLIGATIONS WHATSOEVER ON THE PART OF STRATUSCORE INC. . STRATUSCORE INC. MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY TYPE WHATSOEVER, INCLUDING BUT NOT LIMITED TO THOSE RELATED TO NONINFRINGEMENT, IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. THE END USER SHALL ASSUME ALL RISKS ASSOCIATED WITH THE USE OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION RISKS RELATING TO QUALITY, AVAILABILITY, PERFORMANCE, DATA LOSS, AND UTILITY IN A PRODUCTION ENVIRONMENT.

5. Liability:

5.1. Irrespective of the legal reasons, StratusCore Inc. shall only be liable for damages occurred under this Agreement if such damage is caused by intentional misconduct of StratusCore Inc. . In all other cases, neither StratusCore Inc. nor its employees, agents, suppliers, licensors and subcontractors shall be liable for any kind of damage or claims hereunder.

5.2. StratusCore Inc.’s entire liability for all claims in the aggregate arising from or related to the Software or otherwise arising under this Agreement will not exceed the amount of any direct damages up to USD $2,500. This limit also applies to any of StratusCore Inc.’s agents, suppliers, licensors and subcontractors. It is the maximum for which StratusCore Inc. and its agents, suppliers, licensors and subcontractors are collectively responsible.

5.3. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, UNDER NO CIRCUMSTANCES SHALL STRATUSCORE INC. AND ITS AGENTS, SUPPLIERS, LICENSORS AND SUBCONTRACTORS BE LIABLE TO THE END USER OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOOD WILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSS, OR EXEMPLARY OR PUNITIVE DAMAGES.

6. Intellectual Property Rights:

6.1. Reservation of Rights. StratusCore Inc. Materials, and all Intellectual Property Rights embodied in the foregoing, shall be the sole and exclusive property of StratusCore Inc. or its or their licensors, subject to any rights expressly granted to the End User in terms of this Agreement. The End User is not permitted to modify or otherwise make derivative works of the Software.

6.2. Protection of Rights. The End User shall not copy, translate, disassemble, or decompile, nor create or attempt to create the source code from the object code of the Software in any manner. Reverse engineering of the Software and other StratusCore Inc. Materials is prohibited, except to the extent that the foregoing restriction is expressly prohibited by applicable law notwithstanding this limitation. The End User is permitted to back up data in accordance with good information technology practice. The End User must not change or remove any copyright and authorship notices.

6.3. Indemnification. The End User shall defend (at its sole expense) StratusCore Inc. and its affiliates and licensors against claims brought against StratusCore Inc. by any third party arising from or related to any use of the Software or service used to host the Software in violation of any applicable law or regulation; or (ii) an allegation that the End User’s use of the Software or service used to host the Software in violation of this Agreement violates, infringes or misappropriates the rights of a third party. The End User will pay damages finally awarded against StratusCore Inc. (or the amount of any settlement the End User enters into) with respect to such claims and will pay reasonable attorney’s fees in connection with such defense. The foregoing shall apply regardless of whether such damage is caused by the conduct of the End User or by the conduct of a third party using the End User's access credentials.

7. Data:

You grant StratusCore Inc. the right to collect, store, modify, distribute and use data related to your use of the Software, including but not limited to technical information about your device, system and application software, and peripherals, when and how often you use access and use any services and the manner and context of use (collectively, the “StratusCore Data”) to facilitate the provision of software updates, product support, and other services (including 3rd Party Services). StratusCore may use this information, as long as it is in a form that does not personally identify you, to evaluate and improve its and its partners’ services and to provide services or technologies to you and other 3rd parties. StratusCore may process and store such data anywhere StratusCore or its agents maintain facilities. By using the Software, the End User consents to this processing and storage of such data.

8. Support:

8.1. StratusCore Inc. has no obligation to provide maintenance and support for the Software and no service level agreements apply unless otherwise agreed to in a separate Support Agreement. StratusCore Inc. may offer support for the Software – at its sole discretion – by e.g. provisioning of updates, patches, bug fixes and new versions according to StratusCore Inc.’s then current existing support offerings without notice to the End User.

8.2. To assist StratusCore Inc. in isolating the cause of a problem with the Software, StratusCore Inc. may request that the End User a) allow StratusCore Inc. to remotely access the End User’s system or b) send the End User information or system data to StratusCore Inc.. However, StratusCore Inc. is not obligated to provide such assistance unless StratusCore Inc. and the End User enter a separate written agreement under which StratusCore Inc. agrees to provide to the End User that type of support, which is beyond StratusCore Inc.’s obligations in this Agreement.

8.3. The End User remains responsible for a) any data and the content of any database the End User makes available to StratusCore Inc., b) the selection and implementation of procedures and controls regarding access, security, encryption, use, and transmission of data (including any personally-identifiable data), and c) backup and recovery of any database and any stored data. The End User will not send or provide StratusCore Inc. access to any personally-identifiable information, unless such data is masked, and will be responsible for reasonable costs and other amounts that StratusCore Inc. may incur relating to any such information mistakenly provided to StratusCore Inc. or the loss or disclosure of such information by StratusCore Inc., including those arising out of any third party claims.

9. Term and Termination:

9.1. StratusCore Inc. shall be entitled to terminate the End User’s licenses to use the Software if the End User fails to comply with any of the terms of this Agreement. This Agreement terminates automatically upon the expiration of the License Period. In case of termination or expiration of this Agreement, the End User must immediately cease use of the Software and destroy all copies of the Software in its possession within 10 (ten) days of the end of the License Period, if any.

9.2. THE SOFTWARE CONTAINS A DISABLING FUNCTION THAT WILL PREVENT IT FROM BEING USED AFTER THE LICENSE PERIOD ENDS. THE END USER AGREES NOT TO TAMPER WITH THE DISABLING FUNCTION OR THE SOFTWARE. THE END USER SHOULD TAKE PRECAUTIONS TO AVOID ANY LOSS OF DATA THAT MIGHT RESULT WHEN THE SOFTWARE CAN NO LONGER BE USED.

10. Confidentiality:

10.1. Use of Confidential Information. The End User shall not reproduce StratusCore Inc. Confidential Information in any form except as required to accomplish the intent of this Agreement. Any reproduction of any StratusCore Inc. Confidential Information by the End User shall remain the property of StratusCore Inc. and shall contain any and all confidential or proprietary notices or legends that appear on the original. With respect to the Confidential Information the End User: a) shall take all Reasonable Steps (defined below) to keep all StratusCore Inc. Confidential Information strictly confidential; and b) shall not disclose any StratusCore Inc. Confidential Information of the other to any person other than its bona fide individuals whose access is necessary to enable it to exercise its rights hereunder. As used herein “Reasonable Steps” means those steps the End User takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care. StratusCore Inc. Confidential Information disclosed prior to execution of this Agreement shall be subject to the protections afforded hereunder.

10.2. Exceptions. The above restrictions on the use or disclosure of StratusCore Inc. Confidential Information shall not apply to any Confidential Information that: a) is independently developed by the End User without reference to StratusCore Inc.’s Confidential Information, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; b) has become generally available to the public without breach of this Agreement by the End User; c) at the time of disclosure, was known to the End User free of restriction; or d) StratusCore Inc. agrees in writing is free of such restrictions.

11. General. This Agreement may not be assigned, transferred or delegated by the End User to any entity. This Agreement constitutes the entire, conclusive and complete statement of agreement between StratusCore Inc. and the End User (the “Parties”). All previous representations, discussions and written communications are superseded by this Agreement and the Parties disclaim any reliance on such representations, discussion and/or written communications. This Agreement may not be amended or modified and any term or obligation may not be waived except in writing signed by a duly authorized representative of each Party. If any term of this Agreement is found to be invalid or unenforceable, the surviving provisions shall remain effective. Neither Party shall be liable to the other for its failure to perform any of its obligations hereunder during any period in which such performance is delayed due to circumstances beyond its reasonable control. This Agreement shall be governed by Washington State law. The exclusive place of jurisdiction for all disputes arising from or in connection with this Agreement is King County, Seattle, Washington. All notices or reports which are required to be given under and in terms of this Agreement will be in writing and will be deemed to be duly given when delivered to the address provided by each Party as set out in the Delivery Note. The End User authorizes StratusCore Inc. and its subsidiaries and their successors and assigns to store and use the End User’s business contact information wherever they do business, in connection with StratusCore Inc.’s products and services, or in furtherance of StratusCore Inc.’s business relationship with the End User.