PRINT MANAGEMENT END USER LICENSE AGREEMENT

Version April 2019

THIS END-USER LICENSE AGREEMENT (THE “AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (THE "END-USER") AND ECI SOFTWARE SOLUTIONS CANADA INC. ("ECI CANADA") WITH ITS PRINCIPAL PLACE OF BUSINESS AT 109, 5760 – 9th STREET SE, CALGARY, ALBERTA T2H 1Z9. BY INSTALLING OR OTHERWISE USING THE PRODUCT(S), YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, DO NOT INSTALL THE PRODUCT(S) OR CLICK “ACCEPT”, PROMPTLY DELETE THE PRODUCT(S) OR RETURN THE PRODUCT(S) TO ECI CANADA. BY ACCEPTING THIS END USER LICENSE AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT AND WARRANT THAT YOU ARE AUTHORIZED TO INSTALL, ACCESS AND/OR USE THE PRODUCT(S) AS DEFINED BELOW, AND ARE AUTHORIZED TO REPRESENT YOUR ORGANIZATION IN ACCEPTING THE TERMS OF THIS AGREEMENT. 1. Definitions (a) "Commencement Date" means the date on which this Agreement is accepted by the End-User; (b) “Data” means data compiled from End-User that does not specifically identify End-User including without limitation (i) number of pages printed; (ii) number of copies made; (iii) number of faxes sent and documents scanned, (iv) paper and toner supplies; and (v) other non-personally identifiable data that is collected, input, or otherwise available in the Product(s); (c) "Licensors" means providers of Third Party Software that are included or used by distributions of the Software; (d) "Order Form" means the document that states the terms of purchase of the Product(s) being provided by ECI Canada to the Customer; (e) "Product" means the ECI Canada software products accompanying this Agreement; (f) "Term" means the Initial Term (as such term is defined in the Order Form) and any renewals thereof; (g) "Third-Party Software" means third party software programs forming part of or embedded in the Product(s); 2. Rights and Restrictions (a) Subject to the terms and conditions of this Agreement, ECI Canada hereby grants End-User a non-exclusive, non-transferable license to use the Product(s) solely for End-User’s internal use only. End-User may not sub-license, distribute, resell or otherwise make commercial use of the Product(s). End-User covenants and agrees that it will only use the Product(s) in accordance with the provisions of this Agreement. (b) End-User shall have no right to change, copy, alter, amend, reverse engineer, decompile, disassemble, publish, disclose, display or make available, in whole or in part, or otherwise use the Product(s) in any manner whatsoever other than as expressly provided in this Agreement, and shall take all reasonable steps to ensure End-User’s employees comply with this Agreement. (c) ECI Canada (or its Licensors, as the case may be) shall retain all right, title and interest in and to all copyright, trade secrets, patents, trade-marks and other proprietary and intellectual property rights in the Product(s). End-User does not acquire any rights, express or implied, in the Product(s), other than the limited license rights specified in this Agreement. End-User shall not remove any proprietary, copyright, patent, trade-mark, design right, trade secret or any other proprietary rights legends from the Product(s). (d) Third-Party Software may be embedded in or delivered with the Product(s) licensed under this Agreement. End-User shall be limited to use of the Third-Party Software solely as they are provided with the Product(s) licensed under this Agreement. End-User’s right to use any Third-Party Software shall be governed by the terms of the applicable third party license agreement accompanying such software. ECI Canada’s Licensors shall have the right to protect their interests under this Agreement and End-User agrees that such Licensors are benefited by the provisions of this Agreement. (e) End-User will take appropriate steps, both before installation and at all times thereafter, to copy and protect End-User’s own data and programs that may become subject to loss, harm or destruction and to protect End-User’s equipment from any damage. End-User will be solely responsible for reconstruction, replacement, repair or recreation of lost programs, data or equipment in the event of hardware, software or Product(s) failure. ECI Canada shall under no circumstances be responsible for any such losses or damages. 3. Warranty and Disclaimer (a) ECI Canada warrants to End-User for a period of thirty (30) days from the Commencement Date that the media on which the Product(s) are provided to End-User will, under normal use, be free from defects in materials and workmanship. The entire liability of ECI Canada shall be limited to replacement of such media. (b) END-USER HEREBY EXPRESSLY AGREES AND ACKNOWLEDGES THAT, EXCEPT AS PROVIDED IN THIS AGREEMENT, THE PRODUCT(S) ARE PROVIDED "AS IS" AND ECI CANADA, ITS EMPLOYEES, PARTNERS AND AGENTS MAKE NO REPRESENTATIONS, WARRANTIES OR COVENANTS, EXPRESS OR IMPLIED, IN RESPECT OF THE PRODUCT(S) OR ANY WORK OR SERVICES PERFORMED BY ECI CANADA OR ITS EMPLOYEES, PARTNERS OR AGENTS, INCLUDING WITHOUT LIMITATION, STATUTORY OR IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND EXCLUDED; PROVIDED THAT THIS DISCLAIMER AND EXCLUSION IS LIMITED SO AS NOT TO APPLY IN ANY JURISDICTION IN RELATION TO A WARRANTY WHICH IS LEGALLY INCAPABLE OF EXCLUSION IN SAID JURISDICTION. (c) ECI Canada does not warrant, guarantee or represent to End-User that the Product(s) will meet End-User’s requirements, that the installation and operation of the Product(s) will be uninterrupted or error free or that Product(s) defects will be corrected. 4. IP Claims ECI Canada will defend and settle claims that the Product(s) infringe upon any intellectual property right of a third party, provided that: (a) End-User promptly notifies ECI Canada in writing of the claim; (b) ECI Canada has sole control of the defense and all related settlement negotiations; and (c) End-User provides ECI Canada with the assistance, information and authority necessary to perform ECI Canada’s obligations under this Section. ECI Canada shall have no liability for any claim of infringement based on the combination, operation or use of the Product(s) furnished under this Agreement with software, hardware or other materials not furnished by ECI Canada, if such infringement would have been avoided by the use of the Product(s) without such software, hardware or other materials. In the event the Product(s) is legally held or is believed by ECI Canada to infringe, ECI Canada shall have the option, at its expense, to: (a) modify the Product(s) to be non-infringing; (b) obtain for End-User a license to continue using the Product(s); or (c) terminate the license for the Product(s). This Section 4 states ECI Canada’s entire liability and End-User’s exclusive remedy for infringement of any intellectual property rights. 5. Limitation of Liability IN NO EVENT SHALL ECI CANADA (OR ITS PARTNERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS) BE LIABLE TO END-USER OR ANY THIRD PARTY CLAIMING THROUGH END-USER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES HOWSOEVER CAUSED (INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, INCREASED COSTS OF OPERATION, LITIGATION COSTS AND THE LIKE) WHETHER BASED UPON A CLAIM OR ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, IN CONNECTION WITH THE SUPPLY, USE OR PERFORMANCE OF THE PRODUCT(S), REGARDLESS OF WHETHER ECI CANADA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGE WAS REASONABLY FORESEEABLE. ECI CANADA’S MAXIMUM CUMULATIVE LIABILITY FOR ANY AND ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED ONE THOUSAND DOLLARS ($1,000) (CDN). BECAUSE SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF THE FOREGOING WARRANTIES OR LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO END-USER. IN THE EVENT APPLICABLE PROVINCIAL, STATE, FEDERAL OR OTHER LAW DOES NOT ALLOW THE COMPLETE EXCLUSION OR LIMITATION OF LIABILITY OF CLAIMS AND DAMAGES AS SET FORTH IN THIS AGREEMENT, THE LIABILITY OF ECI CANADA, ITS EMPLOYEES, PARTNERS AND AGENTS IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. 6. Assignment ECI Canada may assign this Agreement and its rights hereunder without the consent of or notice to End-User. End-User shall not sell, transfer, assign, sub-license or otherwise convey this Agreement or any of its rights or obligations hereunder without the prior written consent of ECI Canada, said consent not to be unreasonably withheld (including without limitation by operation of law, to a successor in interest in connection with a merger, amalgamation, sale of shares or assets or other change of control transaction involving End-User). The rights and obligations under this Agreement shall enure to the benefit of and shall be binding upon the successors and permitted assigns of the parties. 7. Term and Termination (a) Unless the applicable Order Form specifies a different Term, this Agreement shall remain in effect for a period of one (1) year from the date of first acceptance by the End-User and thereafter shall automatically renew on an annual basis unless either party provides the other with written notice of its intent not to renew this Agreement as required by the terms of the agreement between ECI Canada and the party from whom End-User acquired the rights to use the Product(s) or, if the rights to use the Product(s) were acquired from ECI Canada, then the agreement between ECI Canada and the End-User; provided however that this Agreement shall automatically terminate and shall be of no further force or effect if the agreement between ECI Canada and the party from whom End-User acquired the rights to use the Product(s) is terminated or expires or, if the rights to use the Product(s) were acquired from ECI Canada, then the agreement between ECI Canada and the End-User. (b) Without prejudice to any other rights of ECI Canada, ECI Canada may directly or, indirectly at the direction of the party from whom End-User acquired the rights to use the Product(s), terminate this Agreement if End-User fails to comply with the terms and conditions of this Agreement. (c) Upon termination of this Agreement, End-User shall (i) immediately cease using the Product(s) and destroy or return to ECI Canada all copies of the Product(s); and (ii) deliver within thirty (30) days after termination a written certification to ECI Canada that End-User has destroyed or has returned the Product(s) to ECI Canada. 8. Confidentiality. By virtue of this Agreement, the End-User and ECI Canada, may have access to information that is confidential to one another ("Confidential Information"). Confidential Information shall include without limitation the Product(s), the terms under this Agreement and all information clearly identified as confidential. A party’s information shall not be considered Confidential Information if it: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party, either directly or indirectly, from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (d) is independently developed by the other party. The parties agree to hold each other’s Confidential Information in strict confidence. The parties agree, unless required by law, not to make each other’s Confidential Information available in any form to any third party or to use each other’s Confidential Information for any purpose other than as expressly permitted by this Agreement. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees in violation of the terms of this Agreement. This section shall survive expiration or termination of this Agreement for a period of three (3) years, except in the case of trade secrets, which shall remain subject to the provisions of this section for so long as such trade secret remains as such under applicable law. 9. Data Collection. End-User acknowledges that ECI Canada’s ability to properly perform any services regarding the Product(s) or ECI Canada’s obligations under this Agreement, including without limitation, invoicing, will require ECI Canada’s access to End-User Data, information and access to the Product(s) and/or Data from time to time, with or without notice by ECI Canada, and End-User hereby agrees to provide such good faith cooperation and information, including without limitation allowing ECI Canada to access the Product(s). End-User hereby grants ECI Canada a non-exclusive, fully transferable, worldwide right and license to: (i) collect Data during the Term solely in an anonymous format that would not permit any recipient of such Data to identify End-User as the subjects of such Data, (ii) aggregate that Data on a perpetual basis with other data from other users of the Product(s) (in a manner which does not permit identification or segregation of Data applicable to End-User), and (iii) use, disclose, market, sell and/or license Data on a perpetual basis (only when it remains anonymous and when aggregated with other data) to third parties . 10. General. (a) Entire Agreement. This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations or warranties, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in writing signed or accepted a representative of End-User which may include click-wrap accepted license agreements for the Product(s); no other act, document, usage or custom shall be deemed to modify this Agreement. (b) Governing Law. This Agreement shall be governed by, interpreted and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, other than rules governing conflicts of laws. The parties irrevocably attorn to the jurisdiction of the courts of the Province of Ontario. The parties expressly disclaim applicability of the terms of the United Nations Convention of Contracts for the International Sale of Goods and any legislation implementing such Convention shall not apply to this Agreement or to any dispute arising therefrom. (c) Relationship of Parties. The parties are not agents or legal representatives of each other. The parties to this Agreement are independent contractors. No relationship of principal to agent, master to servant, employer to employee or franchisor to franchisee is established hereby between the parties. Neither party has the authority to bind the other or incur any obligation on its behalf. (d) Survival. The provision in this Section 10 along with the provisions in Sections 1, 2(c) (e), 3(b)-(c), 5, 7(c), 8, 9 and 10 shall survive termination of this Agreement. (e) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable laws, such provisions shall be modified to the minimum extent necessary to comply with applicable law and the intent of the parties. (f) Notice. All notices required to be sent hereunder shall be in writing and shall be deemed to have been given when mailed by first class mail or personal delivery (including overnight mail by private carrier) to the address first above written (which address may be altered upon written notice to End-User). (g) Waiver. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. Except for actions for breach of ECI Canada’s proprietary rights in the Product(s), no action, regardless of form, arising out of this Agreement may be brought by either party more than one (1) year after the cause of action has arisen. (h) Export Administration. End-User agrees shall comply fully with all relevant export laws and regulations of Canada and the United States ("Export Laws") to ensure that neither the Product(s) nor any direct product thereof is: (i) exported, directly or indirectly, in violation of Export Laws; or (ii) is intended to be used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical or biological weapons proliferation. (i) DISTRIBUTION TO THE U.S. GOVERNMENT: The Product(s) provided under this Agreement constitutes commercial computer software programs developed exclusively at private expense. Use, duplication, and disclosure by civilian agencies of the U.S. Government shall be in accordance with FAR 52.227-19 (c) or other agency data rights provisions, as may be applicable. Use, duplication and disclosure by DOD agencies is subject solely to the terms of standard software License Agreement as stated in DFARS 227.7202. Manufacturer is ECI Software Solutions Canada Inc., 109, 5760 – 9th Street SE, Calgary, Alberta T2H 1Z9.