END USER LICENSE AGREEMENT

IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY. WHEN YOU REGISTER AND BECOME A USER, SET UP AN ACCOUNT, SIGN UP FOR A TRIAL PERIOD, ACCESS OR USE ANY SUPERFLO SYSTEMS & TECHNOLOGIES, LLC (SUPERFLO) OR SUPERFLO-SUPPLIED SOFTWARE OR TAKE ADVANTAGE OF ANY ACTIVITY, SERVICE, FEATURE OR FUNCTION AVAILABLE ONLY TO USERS OR ATTEMPT TO DO ANY OF THESE THINGS, YOU ARE AGREEING, ON BEHALF OF YOURSELF AND THE BUSINESS ENTITY THAT YOU REPRESENT (COLLECTIVELY, “CUSTOMER”) TO THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”) AND TO BE BOUND BY AND COMPLY WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. SUPERFLO IS WILLING TO LICENSE THE SOFTWARE TO YOU AND/OR ALLOW YOU ACCESS TO AND/OR TO USE THE SOFTWARE ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN SUPERFLO IS UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU ARE HEREBY INSTRUCTED NOT TO REGISTER AND BECOME A USER, SET UP AN ACCOUNT, SIGN UP FOR A TRIAL PERIOD OR OTHERWISE ACCESS OR USE THE SOFTWARE.

1. License

Conditioned upon compliance with the terms and conditions of this Agreement, SUPERFLO grants to Customer a nonexclusive and nontransferable license to use for Customer's internal business purposes the Software and the Documentation for which Customer has paid the required license fees. "Documentation" means written information (whether contained in user or technical manuals, training materials, specifications or otherwise) specifically pertaining to the Software and made available by SUPERFLO with the Software in any manner (including on CD-Rom, or on-line). Customer's license to use the Software shall be limited to, and Customer shall not use the Software in excess of, that number of agent(s), concurrent users, sessions, IP addresses, port(s), seat(s), server(s) or site(s), as set forth in the applicable Purchase Order which has been accepted by SUPERFLO and for which Customer has paid to SUPERFLO the required license fee (as such number may be increased by Customer, from time-to-time) (“Purchase Order”). Customer may not permit any specific login or identification number to be used for more than one individual and SUPERFLO may deactivate any logins or IDs which are used by more than one individual User.

2. General Limitations to License

This is a license, not a transfer of title, to the Software and Documentation and all rights not expressly granted to Customer in this Agreement are hereby reserved by SUPERFLO or its Licensor. The Software and Documentation, as well as their selection and arrangement are protected by copyrights, trademarks, patents, trade secrets and all other intellectual property and proprietary rights (collectively “Intellectual Property Rights”) and any unauthorized use of the Software or Documentation may violate such laws and this Agreement. Accordingly, except as otherwise expressly provided under this Agreement, Customer shall have no right, and Customer specifically agrees not to:

1. transfer, assign or sublicense its rights hereunder to any other person or entity, or use the Software on unauthorized equipment, and Customer acknowledges that any attempted transfer, assignment, sublicense or use shall be void;

2. use or attempt to gain access to, or use, another’s account, password, login information, Software, Documentation or computer systems or network connected to the Software without authorization from SUPERFLO, whether through hacking, password mining or any other means;

3. access or attempt to access any Software or Documentation that Customer is not authorized to access through any means not intentionally made available through the Software;

4. disrupt or interfere with the security of, or otherwise cause harm to the Software or any system resources, accounts, passwords, servers or network connected to or accessible through the Software or any affiliated website;

5. make error corrections to or otherwise modify or adapt the Software or create derivative works based upon the Software, or permit third parties to do the same;

6. reverse engineer or decompile, decrypt, disassemble or otherwise reduce the Software to human-readable form, except to the extent otherwise expressly permitted under applicable law notwithstanding this restriction;

7. use or permit the Software to be used to perform services for third parties, whether on a service bureau or time sharing basis or otherwise, without the express written authorization of SUPERFLO; or

8. disclose, provide, or otherwise make available trade secrets contained within the Software and Documentation in any form to any third party without the prior written consent of SUPERFLO. Customer shall implement reasonable security measures to protect such trade secrets.

3. Software, Upgrades and Additional Copies

For purposes of this Agreement, "Software" shall include (and the terms and conditions of this Agreement shall apply to) computer programs, including firmware, as provided to Customer by SUPERFLO and any upgrades, updates, bug fixes or modified versions thereto (collectively, "Upgrades") or backup copies of the Software licensed or provided to Customer by SUPERFLO. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT: (1) CUSTOMER HAS NO LICENSE OR RIGHT TO USE ANY ADDITIONAL COPIES OR UPGRADES UNLESS CUSTOMER, AT THE TIME OF ACQUIRING SUCH COPY OR UPGRADE, ALREADY HOLDS A VALID LICENSE TO THE ORIGINAL SOFTWARE AND HAS PAID THE APPLICABLE FEE FOR THE UPGRADE OR ADDITIONAL COPIES; (2) USE OF UPGRADES IS LIMITED TO THE CUSTOMER WHO HOLDS A VALID LICENSE TO USE THE SOFTWARE WHICH IS BEING UPGRADED; AND (3) THE MAKING AND USE OF ADDITIONAL COPIES IS LIMITED TO NECESSARY BACKUP PURPOSES ONLY.

4. Access

Unless otherwise provided in the applicable Purchase Order, SUPERFLO shall make the Software available for Customer to remotely access and use via the internet or at such other uniform resource locator on the world wide web as is designated by SUPERFLO from time-to-time. Customer is solely and exclusively responsible for obtaining, installing, maintaining, and supporting, at its sole expense, the hardware, software, telecommunications capabilities, and other technology (specifically including responsibilities for providing appropriate personal computers, internet browser software, telecommunication lines, any current accounts with an internet service provider) as are necessary for it and its authorized users to access and use the Software as described above and which must meet any applicable specifications set forth in the Documentation. Customer is responsible for the management and administration of any logins and IDs (and any associated passwords and access privileges) to or for the use of the Software, in accordance with this Agreement and the Documentation and subject to the approval of SUPERFLO. Customer shall strictly maintain the confidentiality of all such logins, IDs and passwords, and Customer is solely responsible and liable for all transactions, activities, and other consequences resulting from the use or disclosure of such logins, IDs and passwords. Customer shall promptly report to SUPERFLO any breach of confidentiality with respect to such logins, IDs, passwords, or the Software, or any other problem with the Software, of which Customer becomes aware.

5. Services

SUPERFLO will provide to Customer the additional services indicated in the applicable Purchase Order in accordance with the specific instructions and descriptions set forth in such Purchase Order (the “Services”), which Services may include, but may not necessarily be limited to: (i) initial training with regard to the use of the Software; and (ii) support for the initial installation, set up or use of the Software by Customer. All Services shall be deemed to have been accepted by Customer upon their completion by SUPERFLO unless Customer provides SUPERFLO with written notice within thirty (30) days after such completion. SUPERFLO will provide user support to Customer and shall be available by telephone and e-mail from 8:00 a.m. to 5:00 p.m. Eastern Standard Time, Monday through Friday, except legal holidays to answer questions about the use of the Software and to receive customer’s reports of suspected Software errors.

6. Fees and Payments

Customer shall pay SUPERFLO the fees specified in the applicable Purchase Order as adjusted from time-to-time in accordance herewith (the “Fees”). In accordance with the method of payment and the payment schedule specified in such Purchase Order, SUPERFLO shall automatically charge Customer’s credit card and/or shall invoice customer for such fees, with recurring subscription fees for Software payable, and charged or invoiced, in advance with respect to any given month (or such other time period as is specified in the Purchase Order). If invoiced, fees are due and payable within fifteen (15) days after the date of the applicable invoice. Recurring subscription fees shall be adjusted each month, on a prorated basis, for any increase during such month in the licensed number of users with respect to the Software as such number is increased by Customer via the issuance of additional logins, or identification numbers or as otherwise increased to match Customer’s actual, observed use or activity. Customer must report any errors or discrepancy in any SUPERFLO invoice or charge within thirty (30) days after the date of such invoice or charge, or such invoice or charge will be deemed correct and payable by Customer in accordance therewith. Except as expressly provided herein, all Fees are not refundable. Fees do not include, and Customer shall pay, all applicable sales, use, and other taxes imposed in connection with this Agreement. Customer shall pay for any Services provided by SUPERFLO at Customer’s request, beyond those described herein or in the applicable Purchase Order at SUPERFLO’s then prevailing rate.

7. Proprietary Rights

1. Ownership. The Software, the Documentation, the result of the Services and any other materials provided or made available to Customer by SUPERFLO hereunder (including, but not limited to, all computer software (whether in source code, object code or other form), databases, indexing, search and retrieval methods and routines, hypertext markup language, active server pages, internet pages and similar materials) constitute the valuable intellectual property and proprietary material of SUPERFLO and its Licensor and are protected by applicable intellectual property laws of the United States and other countries. Except for the rights expressly granted to Customer in this Agreement, all such Software, Documentation, Services and other materials that are provided or made available and all work product that is developed under this Agreement, all modifications, compilations and derivative works thereof, and all intellectual property and proprietary rights pertaining thereto are and shall remain the property of SUPERFLO, and its respective Licensor. To the extent any rights of ownership and any such materials, works or rights might, for any reason, otherwise vest in Customer, Customer hereby assigns such ownership rights to SUPERFLO. Customer shall reproduce and include any copyright and other proprietary notices included in the Software, the Documentation, or any such other materials on all copies in whole or in part made thereof and shall refrain from redacting the same.

2. Customer Data. Except for the rights expressly granted to SUPERFLO in this Agreement, as between the parties, all data concerning Customer or its business operations that are stored or maintained by SUPERFLO on behalf of Customer in connection with Customer’s use of the Software hereunder (collectively, the “Customer Data”) are and shall remain the property of Customer. Customer hereby grants SUPERFLO a royalty free, non-exclusive world wide right and license to use and copy such Customer Data, and any other materials or information provided by Customer hereunder as necessary to perform SUPERFLO’s obligation under this Agreement and to provide the Software and Services to Customer in accordance herewith. Except as necessary to perform its obligations and exercise its rights hereunder, SUPERFLO shall hold the Customer Data in strict confidence using at least a reasonable standard of care to maintain the confidentiality thereof. Upon any termination, expiration, or cancellation of this Agreement, SUPERFLO shall return the Customer Data to Customer in such reasonable format as SUPERFLO deems appropriate.

8. Confidentiality

The Software, the Documentation, the results of the Services, and the other materials that are provided or disclosed by SUPERFLO in connection with this Agreement contain confidential and proprietary information of SUPERFLO and its Licensors that are not in the public domain, that are of commercial value to SUPERFLO and others and which are the subject of efforts reasonable under the circumstances to preserve its secrecy and confidentiality (collectively, “Confidential Information”). Such Confidential Information includes, but is not limited to, technical and non-technical data, marketing and promotional information, software programs and code (regardless of form or language), methods, techniques, strategies, processes, customer and supplier lists, trade secrets, distribution methods and pricing of financial data relating to SUPERFLO or the Software or the Services. Customer may use Confidential Information only as necessary and appropriate to perform its obligations hereunder and to receive the benefit of the Software and the Services in accordance with this Agreement. Customer shall hold all such information in strict confidence and shall at all times use at least a reasonable standard of care to maintain the confidentiality thereof. Customer’s obligations with respect to the Confidential Information as set forth hereunder shall continue in full force and effect for a period of five (5) years after the termination or expiration of this Agreement or, with respect to such portions of such Confidential Information that constitutes trade secrets under applicable law, for so long as such trade secret status is maintained.

9. Term and Termination

This Agreement and the license granted herein shall remain effective for the Term specified in the Purchase Order. Customer may terminate this Agreement and the license at any time by destroying all copies of Software and any Documentation. Customer's rights under this Agreement will terminate immediately without notice from SUPERFLO if Customer fails to comply with any provision of this Agreement. Upon termination, Customer shall destroy all copies of Software and Documentation in its possession or control. All confidentiality obligations of Customer and all limitations of liability and disclaimers and restrictions of warranty shall survive termination of this Agreement. In addition, the provisions of the sections titled "U.S. Government End User Purchasers" and "General Terms Applicable to the Limited Warranty Statement and End User License" shall survive termination of this Agreement.

10. Customer Records

Customer grants to SUPERFLO and its independent accountants the right to examine Customer's books, records and accounts during Customer's normal business hours to verify compliance with this Agreement. In the event such audit discloses non-compliance with this Agreement, Customer shall promptly pay to SUPERFLO the appropriate license fees, plus the reasonable cost of conducting the audit.

11. Export

Software and Documentation, including technical data, may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Customer agrees that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other laws, restrictions or regulations (collectively the “Export Laws”).

12. U.S. Government End User Purchasers

The Software and Documentation qualify as "commercial items," as that term is defined at Federal Acquisition Regulation ("FAR") (48 C.F.R.) 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in FAR 12.212. Consistent with FAR 12.212 and DoD FAR Supp. 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which this End User License Agreement may be incorporated, Customer may provide to Government end user or, if this Agreement is direct, Government end user will acquire, the Software and Documentation with only those rights set forth in this End User License Agreement. Use of either the Software or Documentation or both constitutes agreement by the Government that the Software and Documentation are "commercial computer software" and "commercial computer software documentation," and constitutes acceptance of the rights and restrictions herein.

13. Limited Warranty

SUPERFLO warrants that the Software will perform substantially in accordance with the applicable specifications set forth in the Documentation, provided that Customer shall have properly operated, accessed and used the Software in accordance with this Agreement, any specifications and the Documentation. SUPERFLO does not represent, warrant or covenant that the Software and/or that the operation and use of the Software will meet Customer’s requirements, that the Software will be available without interruption or totally error free or that all defects (including, but not limited to, minor defects that do not significantly and adversely affect the functionality or features of the Software) will be corrected. Customer must provide SUPERFLO with written notice reasonably describing any failure of the Products to satisfy the limited warranty set forth in this Section. Customer’s sole and exclusive remedy for any such failure shall be the repair or replacement of the applicable Software; provided, however, if, after receiving such a written notice from Customer, SUPERFLO determines that it or its Licensor is unable to correct the error within eighteen (18) hours of the written notice, Customer shall receive a credit against fees, charges and taxes otherwise due to SUPERFLO. The credit shall be in an amount equal to a pro rata portion of the monthly installment of the then applicable basic fee for each additional continuous twenty-four (24) hour period during which the error remains uncorrected. Downtime costs due to lack of access to the internet or hardware errors unrelated to an error in the Software shall not be included in the calculation of the eighteen (18) hour period. Customer hereby acknowledges that the credit granted hereunder shall be its sole and exclusive remedy for such error and it shall not be entitled to any other remedies for such error.

This warranty does not apply if the Software, or any other equipment upon which the Software is authorized to be used (a) has been altered, except by SUPERFLO or its authorized representative, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by SUPERFLO, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident; or (d) is licensed, for beta, evaluation, testing or demonstration purposes for which SUPERFLO does not charge a purchase price or license fee.

14. Disclaimer of Warranty

EXCEPT AS SPECIFIED IN THIS WARRANTY, SUPERFLO MAKES NO WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT. THE SOFTWARE AND THE SERVICES PROVIDED BY SUPERFLO ARE PROVIDED ON AN AS-IS BASIS WITHOUT ANY FURTHER WARRANTIES OF ANY KIND. ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, OR ANY OTHER WARRANTY ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY SUPERFLO, ITS SUPPLIERS AND LICENSORS. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE LIMITATION MAY NOT APPLY. THIS WARRANTY GIVES CUSTOMER SPECIFIC LEGAL RIGHTS, AND CUSTOMER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. This disclaimer and exclusion shall apply even if the express warranty set forth above fails of its essential purpose.

15. General Terms Applicable to the Limited Warranty Statement and End User License Agreement

REGARDLESS WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL SUPERFLO OR ITS LICENSOR OR SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR LOST OR DAMAGED DATA, BUSINESS INTERRUPTION, LOSS OF CAPITAL, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR OTHERWISE AND EVEN IF SUPERFLO OR ITS SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall SUPERFLO's or its suppliers' or licensors' liability to Customer, whether in contract, tort (including negligence), breach of warranty, or otherwise, exceed the price paid by Customer for the Software that gave rise to the claim or if the Software is part of another Product, the price paid for such other Product. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Customer agrees that the limitations of liability and disclaimers set forth herein will apply regardless of whether Customer has accepted the Software or any other product or service delivered by SUPERFLO. Customer acknowledges and agrees that SUPERFLO has set its prices and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the parties.

16. Miscellaneous

1. The Warranty and the End User License shall be governed by and construed in accordance with the laws of the State of Ohio, without reference to or application of choice of law rules or principles. All disputes hereunder shall be resolved in the applicable state or federal courts of Ohio. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.

2. The United Nations Convention on the International Sale of Goods shall not apply.

3. If any portion hereof is found to be void or unenforceable, the remaining provisions of the Agreement shall remain in full force and effect.

4. The failure by either party at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, shall not constitute a waiver of such provision, right, remedy, or option or in any way effect the validity of this Agreement. The waiver of any default by either party shall not be deemed a continuing waiver but shall apply fully to the instance to which such waiver is directed.

5. All rights granted to Customer herein are personal to Customer and Customer may not assign, delegate or otherwise transfer this Agreement or any of Customer’s rights or obligations hereunder either voluntarily or by operation of law, without the prior written consent of SUPERFLO, which consent shall be in SUPERFLO’s full discretion, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

6. Except for the payment obligations hereunder, neither party shall be liable or deemed to be in default for any delay or failure in performance hereunder to the extent resulting directly or indirectly, from acts of God, terrorism, or civil insurrection, strike, walkouts or other organized labor interruptions, telecommunications or utility interruptions or failures, fire, explosions, floods or other natural disasters, any similar cause or any third party beyond the reasonable control of such party and any delay or failure of the parties to fulfill its obligations hereunder.

7. Customer is responsible for complying with all federal, state and local laws, regulations, rules, ordinances and policies applicable to Customer, its business or Customer’s use of the Software.

8. At all times during the term, Customer shall promptly and fully cooperate with SUPERFLO and shall promptly make competent, appropriately trained, qualified personnel available to assist and answer questions of SUPERFLO as necessary and appropriate and as reasonable requested by SUPERFLO.

9. Except as expressly provided herein, this Agreement constitutes the entire agreement between the parties with respect to the license of the Software and Documentation and supersedes any conflicting or additional terms contained in any purchase order or elsewhere, all of which terms are excluded.

10. This Agreement has been written in the English language, and the parties agree that the English version will govern.

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