1. Definitions.

“Permitted User Capacity” means the Permitted Number of Users for the Services.

“Permitted Number of Users” means the number of Users who are authorised to use the Service, for whom subscriptions to a Service have been ordered, and who have been supplied user identifications and passwords.

“Portal” means a web-based facility that is used by Customer to access the Services.

“Services” means RD2 Consulting Inc.’s Franchise Software Lab franchise management platform.

“Software” means RD2 Consulting Inc.’s proprietary software applications.

“Software Upgrades” means certain modifications or revisions to the Software.

“Subscriber” means the individual, company, jointly owned subsidiaries and their parent company, or other legal entity that has placed an Order and registered its details on the Franchise Software Lab Portal at: https://www.franchisesoftwarelab.com.

“Subscription” means a non-exclusive, non-transferable right to use the Services in accordance with this Agreement and the Order.

“Subscription Fees” means the agreed upon fees in an Order.

“Subscription Term” means the agreed upon time period in an Order.

“Users” means individuals who are authorised to use the Service, for whom subscriptions to a Service have been ordered, and who have been supplied user identifications and passwords. Users may include but are not limited to your employees, consultants, contractors and agents, and third parties with whom you transact business.

“Virus” or “Malware” means computer software or program code that is designed to damage or reduce the performance or security of a computer program or data.

2. Subscription and Grant of Right To Use.

Subject to the terms and conditions of this Agreement, RD2 Consulting, Inc. will provide Subscriber with the Subscription at the Permitted User Capacity set forth in the Order for the Subscription Term. Subscriber may use the Services solely for its own internal business operations (not for the benefit of any other person or entity) during the Subscription Term, provided Subscriber has paid and continues to pay the Subscription Fees. Subscription Fees are nonrefundable. Subscriber may not license, sublicense, transfer, assign, rent, lease or timeshare or otherwise commercially exploit the Services or provide the subscription for the Services or permit others to do so. Subscriber may allow its agents and independent contractors to use the Services solely for the benefit of Subscriber, provided, however, Subscriber shall be responsible for any breach of this Agreement related to such use. Subscriber shall only allow Users to access the Services. Any other use of the Services by any other entity is a material breach of this Agreement.

3. Subscriber Responsibilities.

In connection with the Services, Subscriber shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (v) attempt to gain unauthorized access to the Services or its related systems or networks.

Subscriber is responsible for all activity occurring under its user accounts and shall abide by all applicable local, national and foreign laws, treaties and regulations in connection with its use of the Services, including those related to data privacy, international communications and the transmission of technical or personal data. Subscriber shall: (i) notify RD2 Consulting, Inc. immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to RD2 Consulting, Inc. immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by Subscriber or its Users; and (iii) not impersonate another RD2 Consulting, Inc. user or provide false identity information to gain access to or use the Services.

4. Provision of Services.

RD2 Consulting, Inc. will use commercially reasonable efforts to provide the Services for the Subscription Term in a manner consistent with general industry standards. If RD2 Consulting, Inc. determines that the security or proper function of the Services would be compromised due to, hacking, denial of service attacks or other activities originating from or directed at Subscriber’s network, RD2 Consulting, Inc. may immediately suspend the Services until the problem is resolved. RD2 Consulting, Inc. will promptly notify and work with Subscriber to resolve the issues. RD2 Consulting, Inc. may modify, enhance, replace, or make additions to the Services.

RD2 Consulting, Inc.’s services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. RD2 Consulting, Inc. is not responsible for any delays, delivery failures, or other damage resulting from such problems.

5. Subscription Fees.

Subscriber shall pay monthly Subscription Fees as indicated on the Order. All payments of Subscription Fees are non-refundable. RD2 Consulting, Inc. reserves the right to modify its Subscription Fees and other charges and to introduce new charges at any time, upon at least 30 days prior notice to Subscriber, which notice may be provided by e-mail. All pricing terms are confidential, and Subscriber shall not disclose them to any third party. The Subscription Fees shall be paid in advance, either annually or in accordance with any different billing frequency stated in the Order. Subscriber may pay the Subscription Fee and other charges via credit card payment. If Subscriber elects to pay the Subscription Fee or other charges via credit card, Subscriber authorizes RD2 Consulting, Inc. to charge such credit card for all fees listed in the Order for the Subscription Term and any renewal subscription term(s). Subscriber shall provide RD2 Consulting, Inc. with valid and updated payment information, for example, credit card information, or with alternative payment documentation reasonably acceptable to RD2 Consulting, Inc. If Subscriber elects to pay the Subscription Fees or other charges by a method other than a credit card, RD2 Consulting, Inc. will automatically issue an invoice in advance for each month upon receipt of payment. Fees for other services will be charged on an as-quoted basis. RD2 Consulting, Inc.’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Subscriber shall be responsible for payment of all such taxes, levies, or duties. Subscriber is responsible for providing complete and accurate billing and contact information to RD2 Consulting, Inc. and notifying RD2 Consulting, Inc. of any changes to such information.

Delinquent invoices (accounts in arrears) are subject to interest of 18.0% per annum on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, including reasonable attorney’s fees. RD2 Consulting, Inc. reserves the right to impose a reconnection fee in the event Subscriber Services are suspended and thereafter requests access to the Services. Subscriber agrees and acknowledges that RD2 Consulting, Inc. has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if Subscriber’s account is 30 days or more delinquent.

6. Additional Users & Suspension of Services.

The number of User subscriptions purchased cannot be decreased during the relevant subscription term stated on the Order. Subscription Fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; Subscription Fees for additional Users added during a monthly period will be charged for that full monthly period and the monthly periods remaining in the Subscription Term.

In addition to any other rights granted to RD2 Consulting, Inc. herein, RD2 Consulting, Inc. reserves the right to suspend or terminate this Agreement and Subscriber’s access to the Services if Subscriber’s account becomes delinquent (falls into arrears). If any amount owing by Subscriber under this or any other agreement for RD2 Consulting, Inc.’s Services is 30 or more days overdue (or 10 or more days overdue in the case of amounts Subscriber has authorized RD2 Consulting, Inc. to charge to Subscriber’s credit card), RD2 Consulting, Inc. may, without limiting its other rights and remedies, accelerate Subscriber’s Subscription Fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services to Subscriber until such amounts are paid in full. RD2 Consulting, Inc. will give Subscriber at least seven (7) days prior notice that Subscriber’s account is overdue, before suspending Services.

7. Intellectual Property Rights.

The Services and all related intellectual property rights, including, but not limited to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Subscriber or any other party relating to the Services are the exclusive property of RD2 Consulting, Inc. or its licensors. All right, title and interest in and to the Services, any modifications, translations, or derivatives thereof, even if unauthorized, and all applicable rights in patents, copyrights, trade secrets, trademarks and all intellectual property rights in the Services remain exclusively with RD2 Consulting, Inc. or its licensors. The Services contain material that is protected by copyright and trade secret law, and by international treaty provisions. Subscriber may not remove any proprietary notice of RD2 Consulting, Inc. All rights not granted to Subscriber in this Agreement are reserved to RD2 Consulting, Inc. No ownership of the Services passes to Subscriber. RD2 Consulting, Inc. may make changes to the Services at any time without notice to Subscriber.

RD2 Consulting, Inc. does not own any data, information or material that you submit to the Services in the course of using the Services (“Customer Data”). Subscriber shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and RD2 Consulting, Inc. shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. RD2 Consulting, Inc. reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, Subscriber’s non-payment. Upon termination of this Agreement, Subscriber’s right to access or use Customer Data immediately ceases, and RD2 Consulting, Inc. shall have no obligation to maintain or forward any Customer Data.

8. Confidential Information.

Each party (the “Disclosing Party”) may disclose to the other (the “Receiving Party”) certain information which the Disclosing Party desires the Receiving Party to treat as confidential. “Confidential Information” means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or electronically (including without limitation documents, prototypes, equipment, technical data, trade secrets and know-how, product plans, Services, services, suppliers, customer lists and customer information, prices and costs, markets, software, databases, developments, inventions, processes, formulas, technology, employee information, designs, drawings, engineering, hardware configuration information, marketing, licenses, finances, budgets and other business information), which is designated as “Confidential”, “Proprietary” or some similar designation at or prior to the time of disclosure, or which should otherwise reasonably be considered confidential by the Receiving Party. Confidential Information may also include information disclosed to a Disclosing Party by third parties. Confidential Information shall not, however, include any information which the Receiving Party can document (i) was publicly known and made generally available prior to the time of disclosure by the Disclosing Party or an authorized third party, (ii) becomes publicly known and made generally available after disclosure through no action or inaction of the Receiving Party in violation of any obligation of confidentiality, (iii) is already in the possession of the Receiving Party at the time of disclosure, (iv) is lawfully obtained by the Receiving Party from a third party without breach of such third party’s obligations of confidentiality, or (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

Subscriber shall take all reasonable steps to safeguard the Services to ensure that no unauthorized person has access and that no unauthorized copy, publication, disclosure or distribution, in any form is made. The Services contain valuable, confidential information and trade secrets and unauthorized use or copying thereof would be harmful to RD2 Consulting, Inc. Subscriber may not directly or indirectly transfer, assign, publish, display, disclose, rent, lease, modify, loan, distribute, or create derivative works based on the Services or any part thereof. Subscriber may not reverse engineer, decompile, translate, adapt, or disassemble the Services, nor shall Subscriber attempt to create the source code from the object code for the Software.

RD2 Consulting, Inc.’s privacy and security policies may be viewed at http://www.franchisesoftwarelab.com. RD2 Consulting, Inc. reserves the right to modify its privacy and security policies in its reasonable discretion from time to time.

9. Limited Warranty.

For the Subscription Term, RD2 Consulting, Inc. warrants that the Services will operate in substantial conformance with the then current RD2 Consulting, Inc. published documentation under normal use. RD2 Consulting, Inc. does not warrant that: (A) the Services will be free from defects, satisfy Subscriber’s requirements, or operate without interruption or error; or (B) data contained in the databases will be appropriately categorized or that the algorithms used in the Services will be complete or accurate.

RD2 Consulting, Inc. will use reasonable efforts to remedy any significant non-conformance in the Services which is reported to RD2 Consulting, Inc. and that RD2 Consulting, Inc. can reasonably identify and confirm. RD2 Consulting, Inc. at its discretion will repair or replace any such non-conforming or defective Services, or refund a pro-rata portion of the unused Subscription Fees paid for the remainder of the then current Subscription Term. This paragraph sets forth Subscriber’s sole and exclusive remedy and RD2 Consulting, Inc.’s entire liability for any breach of warranty or other duty related to the Services. Any unauthorized modification of the Services, tampering with the Services, use of the Services inconsistent with the accompanying documentation, or related breach of this Agreement voids the warranty. EXCEPT AS EXPLICITLY STATED AND TO THE EXTENT ALLOWED BY LAW, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES.

10. Limitation of Liability.

RD2 CONSULTING, INC., ITS AFFILIATES, ITS LICENSORS OR RESELLERS WILL NOT BE LIABILE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORSEEABLE, ARISING OUT OF OR RELATED TO THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO CLAIMS FOR LOSS OF DATA, GOODWILL, OPPORTUNITY, REVENUE, PROFITS, OR USE OF THE SERVICES, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS, PRIVACY, NEGLIGENCE, BREACH OF CONTRACT, TORT OR OTHERWISE AND THIRD PARTY CLAIMS, EVEN IF RD2 CONSULTING, INC.’S AGGREGATE LIABILTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEEDS THE TOTAL AMOUNT PAID TO RD2 CONSULTING, INC. FOR THE APPLICABLE SERVICES OVER THE ONE YEAR PERIOD PRIOR TO THE EVENT OUT OF WHICH THE CLAIM AROSE FOR THE SERVICES THAT DIRECTLY CAUSED THE LIABILITY.

11. Term.

This Agreement is effective until the end of the Subscription Term, or until terminated by either party as specified herein. Upon expiration of the Subscription Term, this Agreement will automatically renew for successive renewal terms of one month, at RD2 Consulting, Inc.’s then current subscription fees. Either party may terminate this Agreement upon thirty (30) days prior written notice to the other party. Upon notification of termination by either party, Subscriber must cease using and destroy or return all copies of the Services to RD2 Consulting, Inc.. Sections 1, 6-10, and 14 shall survive the termination of this Agreement.

Any breach of Subscriber’s payment obligations or unauthorized use of the Services will be deemed a material breach of this Agreement. RD2 Consulting, Inc., in its sole discretion, may terminate Subscriber’s password, account or use of the Services if Subscriber breaches or otherwise fails to comply with this Agreement. Subscriber agrees and acknowledges that RD2 Consulting, Inc. has no obligation to retain the Customer Data, and may delete such Customer Data, if Subscriber has materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

12. Data Privacy.

Subscriber will comply with all applicable laws and regulations, including those of other jurisdictions that may apply to Subscriber, concerning the protection of personal data. Neither party will use any data obtained via the Services for any unlawful purpose.

13. Mutual Indemnification.

Subscriber shall indemnify and hold RD2 Consulting, Inc., its licensors and each such party’s parent organizations, subsidiaries, affiliates, members, managers, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim arising from the breach by Subscriber or its Users of this Agreement, provided in any such case that RD2 Consulting, Inc. (a) gives written notice of the claim promptly to Subscriber; (b) gives Subscriber sole control of the defense and settlement of the claim (provided that Subscriber may not settle or defend any claim unless RD2 Consulting, Inc. is unconditionally released of all liability and such settlement does not affect RD2 Consulting, Inc.’s business or Services); (c) provides to Subscriber all available information and assistance; and (d) has not compromised or settled such claim.

RD2 Consulting, Inc. shall indemnify and hold Subscriber and its parent organizations, subsidiaries, affiliates, members, managers, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Services directly infringes a copyright, or a trademark of a third party; or (ii) a claim arising from breach of this Agreement by RD2 Consulting, Inc.; provided that Subscriber (a) promptly gives written notice of the claim to RD2 Consulting, Inc.; (b) give RD2 Consulting, Inc. sole control of the defense and settlement of the claim (provided that RD2 Consulting, Inc. may not settle or defend any claim unless the settlement unconditionally releases Subscriber of all liability); (c) provide to RD2 Consulting, Inc. all available information and assistance; and (d) have not compromised or settled such claim. RD2 Consulting, Inc. shall have no indemnification obligation, and Subscriber shall indemnify RD2 Consulting, Inc. pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Services with any of Subscriber’s products, services, hardware or business process(s).

14. Export.

Certain Services are subject to export controls of the United States and other countries (“Export Controls”). Export or diversion contrary to U.S. law is prohibited. U.S. law prohibits export or re-export of the software or technology to specified countries or to a resident or national of those countries (“Prohibited Country” or “Prohibited Countries”). It also prohibits export or re-export of the software or technology to any person or entity on the U.S. Department of Commerce Denied Persons List, Entities Lise or Unverified List; the U.S. Department of State Debarred List; or any of the lists administered by the U.S. Department of Treasury, including lists of Specially Designated Nationals, Specially Designated Terrorists or Specially Designated Narcotics Traffickers (collectively, the “Lists”). U.S. law also prohibits use of the software or technology with chemical, biological or nuclear weapons, or with missiles (“Prohibited Uses”). Subscriber represents and warrants that it is not located in, or resident or national, of any Prohibited Country; that it is not on any Lists; that it will not use the software or technology for any Prohibited Uses; and that it will comply with Export Controls.

15. General Provisions.

This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, executors, personal representative, successors, and permitted assigns. RD2 Consulting, Inc. may assign any of its rights or obligations under this Agreement without the prior written consent of the Customer. This Agreement may not be assigned by Customer without the prior written consent of RD2 Consulting, Inc. This Agreement is the entire agreement between the parties hereto with respect to the subject matter hereof, and no alteration, modification or interpretation hereof shall be binding unless in writing and signed by an officer of each party. If any provision of this Agreement or application to any party or circumstance shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement, where the application of such provisions or circumstances other than those as to which it is determined to be invalid or unenforceable shall not be effected thereby, and each provision hereof shall be valid and shall be enforced to the fullest extent permitted by law. Any failure to insist upon strict compliance with any of the terms or conditions of this Agreement shall not be deemed a waiver of such term or condition, nor shall any waiver or relinquishment of any right hereunder at any time or times be deemed a subsequent waiver or relinquishment of such right. Neither party shall be liable for any failure to perform its obligations under this Agreement when such failure is due to an act of God or any unforeseeable cause reasonably beyond the relevant party’s control. This Agreement shall be construed and enforced in accordance with the laws of the State of California. If either party shall bring an action under this Agreement regarding a breach, default, or to enforce the terms of this Agreement, the prevailing party in such action shall receive its reasonable attorney’s fees and costs. The parties further agree that jurisdiction for any disputes arising out of this Agreement shall vest in either the courts of the State of California or the federal court nearest Santa Monica, CA. Except for disputes pertaining to the payment of money to RD2 Consulting, Inc. on outstanding invoices and claims for injunctive relief, disputes or controversies of any other nature, including the arbitrability of any claim, shall be exclusively resolved by the parties in a mediation under the Mediation Rules of, administered by, and conducted by the American Arbitration Association, failing which, settlement of the dispute shall be by binding arbitration conducted under the rules of the American Arbitration Association. All notices hereunder shall be in writing and/or mailed by United States postal service, postage prepaid, registered, certified, or express mail and addressed to the other party’s principal place of business as set forth in this Agreement.