TERMS AND CONDITIONS FOR 2TASKS CLIENT
THESE TERMS AND CONDITIONS FOR 2TASKS CLIENTS,
in conjunction with any proposal and/or quote to which they are attached,represent the entire agreement (the "Agreement") between 2TASKS and each 2TASKS CLIENT (each, a "CLIENT").
1.Cooperation.

         CLIENT and 2TASKS acknowledge and agree that CLIENT's cooperation with 2TASKS is imperative in order for 2TASKS to perform the services in the proposal signed by the parties (the "Services").CLIENT shall cooperate with 2TASKS in the performance of the Services provided by 2TASKS hereunder, including, without limitation, providing 2TASKS with all system access, information, data, and reasonable assistance from CLIENT personnel necessary for 2TASKS's performance. In the event that CLIENT fails to cooperate with 2TASKS or the assumptions acknowledged and agreed to by CLIENT in the applicable proposal are not accurate, in each situation as reasonably determined by 2TASKS, 2TASKS's obligation to perform the Services may be suspended or terminated at the election of 2TASKS.
2.Independent Contractor.

          CLIENT and 2TASKS shall each act at all times under this Agreement as independent contractors, and neither party shall have any right or authority, express or implied to create or to assume any obligation on behalf of the other party hereto. CLIENT and its personnel shall not be considered to be employees of 2TASKS for any purpose and 2TASKS and its personal shall not be considered to be employees of CLIENT for any purpose.
3. Confidentiality.

          2TASKS agrees not to disclose, and to cause its employees, agents and representatives not to disclose, to anyone other than CLIENT, CLIENT's business practices or other trade secrets or confidential information of CLIENT, except as required to perform the Services or as otherwise legally required. CLIENT acknowledges that the processes, procedures, manner of operations, materials, software, proprietary information, and other such items licensed to CLIENT or employed by 2TASKS in performing the Services (the "2TASKS Information") is confidential and that 2TASKS is the sole owner of the 2TASKS Information. CLIENT agrees not to disclose, and to cause its employees, agents and representatives not to disclose, to anyone the terms of this Agreement, the 2TASKS Information, 2TASKS's business practices or other trade secrets or confidential information of 2TASKS, except as legally required. CLIENT also agrees not to use the 2TASKS Information for any purpose other than as set forth in this Agreement. Each party agrees that the other party does not have an adequate remedy at law to protect its rights under this section and agrees that the non-defaulting party will have the right to seek injunctive relief from any violation or threatened violation of this section. Upon the termination or expiration of this Agreement, each party will, upon receipt of written request from the other party, return the other party's confidential information disclosed under this Agreement within ten (10) business days of receipt of such request
4. Software License; Restrictions.

         2TASKS hereby grants to CLIENT a non-exclusive, non-transferable, non-sublicensable, limited license to use the software, provided pursuant to the applicable proposal executed by the parties, and the related documentation, during the term provide in the applicable proposal, solely in accordance with the Agreement. The software licensed to CLIENT is to be used solely in connection with business of CLIENT and not in connection with the business of any other company, entity, firm, person, organization, or other commercial use. CLIENT must not, and must not request or authorize any third party to: (i) directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the software licensed by 2TASKS or any intellectual property owned by 2TASKS; (ii) modify, translate, or create derivative works based on the software licensed by 2TASKS or any intellectual property owned by 2TASKS; (iii) copy, rent, lease, distribute, assign, or otherwise transfer any rights whatsoever to the software licensed by 2TASKS; (iv) use, or make available for use, the software licensed by 2TASKS either on a wide area network or for off-site access without prior, express, written approval from 2TASKS; (v) access the software licensed by 2TASKS on more computers or workstations than are expressly authorized by 2TASKS; (vi) remove any proprietary notices or labels on the software licensed by 2TASKS.
5. Ownership of Software and Intellectual Property.

         CLIENT acknowledges and agrees that all software and intellectual property provided by 2TASKS is being licensed, not sold, to CLIENT, that CLIENT shall not acquire any ownership interest in any such software and/or intellectual property under this Agreement, and that CLIENT's only right to the software or intellectual property is the limited right to use the same as set forth in this Agreement. CLIENT further acknowledges and agrees that 2TASKS expressly reserves and shall retain all right, title and interest in and to all software and intellectual property provided to CLIENT and all intellectual property rights arising out of or relating to such software or intellectual property, whether in its current form or as modified from time to time. CLIENT shall promptly notify 2TASKS if CLIENT becomes aware of any possible third-party infringement of 2TASKS's intellectual property rights arising out of or related to any software licensed to CLIENT and shall fully cooperate with 2TASKS in any legal action taken to enforce 2TASKS's intellectual property rights. CLIENT shall safeguard the software licensed to it by 2TASKS from infringement, misappropriation, theft, misuse, or unauthorized access.
6. Security Measures.

          The software licensed to CLIENT may contain technological measures designed to monitor its use and to prevent unauthorized or illegal use by CLIENT or third parties. CLIENT agrees that 2TASKS may use these measures to verify the CLIENT's compliance with the terms of this Agreement and enforce 2TASKS's rights, including all intellectual property rights, in and to such software. CLIENT acknowledges and agrees that 2TASKS and its representatives and agents may collect, maintain, process and use diagnostic, technical, usage and related information, including information about the CLIENT's computers, systems and software, that 2TASKS may gather periodically to improve the performance of such software or develop updates and modifications
7. Audit.

         2TASKS or its representatives or agent may, in 2TASKS's sole discretion, audit the CLIENT's use of any software and intellectual property licensed under this Agreement at any time during the term and for one (1) year following the expiration or termination of this Agreement. The CLIENT shall fully cooperate with 2TASKS's audit and provide complete access to records, equipment, information and personnel requested by 2TASKS. If the audit determines that the CLIENT's usage of such software exceeded the usage permitted by this Agreement, the CLIENT shall pay to 2TASKS all fees due for such excess usage, plus any costs incurred by 2TASKS in conducting the audit, within ten (10) days of the date of written notification of the audit results.
8. Compliance.

         2TASKS agrees that it will comply with all applicable laws, rules and regulations related to the Services. CLIENT agrees that it will comply with all applicable laws, rules and regulations, including, without limitation, those laws, rules, and regulations governing and/or related to CLIENT's business operations.
9. Payments, Interest, and Collections.

          CLIENT agrees to timely pay all 2TASKS invoices, for fees incurred pursuant to any proposal, within thirty (30) days of the date of each such invoice. Notwithstanding the preceding sentence, CLIENT acknowledges and agrees that travel expenses are not included in proposals and that CLIENT shall pay all 2TASKS invoices for travel expenses within ten (10) days of the date of each such invoice. Further notwithstanding the above, maintenance and support fees are billed annually, quarterly, or monthly at an amount equal to twenty percent (20%) of the current list price. Such maintenance and support fees shall be due and payable in thirty (30) days of the date of each annual, quarterly, or monthly invoice and shall commence at the initiation of each proposal. If requested by 2TASKS, and agreed to by CLIENT, CLIENT will establish an automatic electronic funds debit arrangement for paying 2TASKS. All delinquent payments by CLIENT will result in an ongoing late payment interest charge equal to the lesser of one and one-half percent (1.5%) per month or the maximum monthly rate allowed by applicable law. CLIENT agrees to reimburse 2TASKS for all costs and expenses, including reasonable attorneys' fees, incurred by 2TASKS in enforcing collection of any monies due to it under this Agreement. In addition to the foregoing and without waiver of its rights under this Agreement, 2TASKS may suspend the performance of the Services and/or the operability of any licensed software during any period in which any invoices are past due without incurring any liability to CLIENT.
10. Changes in Payments.

         2TASKS may request a change in any proposal fees in the event of a material change in legislation, CLIENT's or 2TASKS's business or other market conditions which results in a material change in either the cost associated with 2TASKS's provision of the Services or 2TASKS's anticipated revenues under this Agreement. Specifically, and not in limitation of the preceding sentence, 2TASKS may request such a change in the event: (i) CLIENT fails to disclose to 2TASKS, at or prior to the time this Agreement is executed, information relating to CLIENT's business, which information, if disclosed, would have led 2TASKS to propose higher fees or additional Services; or (ii) any of the information provided by CLIENT to 2TASKS upon which the Services are based is or becomes inaccurate. In the event 2TASKS requests such a change, 2TASKS will provide CLIENT with thirty (30) days' prior written notice (the "Notice Period") of the requested change (the "Notice") and such payment change will be effective at the end of the Notice Period.
11. CLIENT Representations and Warranties.

         CLIENT represents and warrants to 2TASKS: (i) that it has full power and authority to enter into this Agreement, to perform its obligations hereunder, and that this Agreement has been duly authorized executed, and delivered by such party and constitutes a legally enforceable agreement of such party; (ii) that it is not bound or in any way limited by the terms and conditions of any other agreement such that CLIENT is not able to fully comply with the terms and conditions of this Agreement; (iii) that by entering into this Agreement and performing its obligations hereunder it is not in breach of any covenant or other agreement with any other party; and (iv) that it shall take all necessary actions to ensure that all of its employees and agents shall comply with the provisions of this Agreement applicable to CLIENT.
12. Limited 2tasks Warranty.

         2TASKS warrants that the software licensed to CLIENT by 2TASKS, when delivered, will substantially conform to the then current specifications for a period of thirty (30) days from the date the software is delivered to CLIENT, and that the media, if any, on which the software if delivered will be free of defects of materials and workmanship. In the event that such software or media is defective within the terms of this limited warranty, CLIENT's sole and exclusive remedy shall be 2TASKS's replacement or correction of the defective software or media.
13. Disclaimer.

         EXCEPT AS EXPLICITLY SET FORTH HERRIN, ALL SOFTWARE IS PROVIDED "AS IS" AND 2TASKS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO SUCH SOFTWARE (INCLUDING ALL OPEN-SOURCE COMPONENTS), DOCUMENTATION, MEDIA AND ANY OTHER SERVICES AND MATERIALS PROVIDED TO CLIENT UNDER THIS AGREEMENT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, 2TASKS PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THAT SUCH SOFTWARE WILL MEET THE CLIENT'S REQUIREMENTS, IS CORRECT, WILL ACHIEVE ANY INTENDED RESULTS, WILL BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES (EXCEPT AS EXPRESSLY SET FORTH IN THE DOCUMENTATION), WILL OPERATE WITHOUT INTERRUPTION, WILL MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR WILL BE ERROR FREE. 2TASKS DOES NOT WARRANT THAT YOUR USE OF ANY SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.
14. Non-Employment.

          During the term of this Agreement and for a period of twelve (12) months following the termination of the Agreement, CLIENT agrees not to employ, contract with for services, solicit for employment on its own behalf or on behalf of any third party, or have ownership in any entity which employs or solicits for employment, any individual who: (i) was an employee of 2TASKS or its owner(s), affiliates or subsidiaries at any time during the preceding twelve (12) months; and/or (ii) was materially involved in the provision of the Services hereunder without the prior written consent of 2TASKS. CLIENT agrees that 2TASKS and its owner(s), affiliate or subsidiaries do not and will not have an adequate remedy at law to protect their rights under this Section 14 and CLIENT agrees that such party will have the right to injunctive relief from any violation or threatened violation of this Section 14. For the sole purpose of enforcing its rights under this Section 14, 2TASKS' owner(s), affiliates, and subsidiaries shall be third party beneficiaries to this Agreement.
15. Termination.

         Either party may terminate the Agreement upon thirty (30) days prior written notice of termination to the other party if the other party defaults on any of its obligations under this Agreement (other than CLIENT's payment obligations) and such party has not materially cured such default within such thirty (30) day notice period. 2TASKS may terminate the Agreement immediately if CLIENT defaults on its payment obligations under this Agreement. To the extent permitted by applicable law, either party may terminate the Agreement upon thirty (30) days prior written notice of termination to the other party if: (a) a court having appropriate jurisdiction enters a decree or order for relief in respect of the other party in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; or (b) the other party commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect. In the event of a termination of the Agreement by 2TASKS, the CLIENT shall remain obligated to make all incurred amounts, plus penalties and interest if applicable, to 2TASKS pursuant to this Agreement.
16. Indemnification.

          CLIENT shall indemnify, defend and hold harmless 2TASKS and its owner, directors, officers, trustees, employees, and agents from and against all third party claims, suits, and demands, and all damages, liabilities, costs, charges, losses and other expenses (including, but not limited to, attorneys' fees) to the extent:
(a) attributable to, arising out of, or resulting in whole or in part from any negligent or intentionally wrongful act or omission of CLIENT, its employees or any other party acting under CLIENT's supervision or control, including, without limitation, any and all agents of CLIENT;
(b) arising from or related to any breach of this Agreement by CLIENT;
(c) arising from or related to CLIENT's failure to comply with any applicable law, rule or regulation;
(d) attributable to, arising out of, or resulting in whole or in part from any combination of the software, licensed pursuant to this Agreement, with any hardware, system or other software not provided or authorized in writing by the 2TASKS; or
(e) attributable to, arising out of, or resulting in whole or in part from any modification of the software, licensed pursuant to this Agreement, which is not provided or authorized in writing by 2TASKS, or the CLIENT's or any third party's negligence, abuse, misapplicati
17. Limitation of Liability; Claims Period; Sole Remedy.

          CLIENT AND 2TASKS AGREE THAT THE LIABILITY OF 2TASKS UNDER THIS AGREEMENT FOR ALL LOSS OR DAMAGE INCURRED BY CLIENT, ARISING FROM ANY CAUSE OR CAUSES CAUSED BY 2TASKS IS LIMITED TO THE SUM OF PAYMENTS ACTUALLY PAID BY CLIENT TO 2TASKS PURSUANT TO THIS AGREEMENT DURING THE PRECEDING TWELVE (12) MONTHS ("LIMITATION OF LIABILITY"). IN NO EVENT SHALL 2TASKS'S AGGREGATE LIABILITY EXCEED SUCH LIMITATION OF LIABILITY. THE PARTIES ACKNOWLEDGE AND AGREE THAT ANY CLAIM FOR DAMAGES ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO A CLAIM FOR RECURRING DAMAGES ARISING OUT OF THE SAME CAUSE OR EVENT, MUST BE BROUGHT NO LATER THAN SIX (6) MONTHS AFTER THE CAUSE OF ACTION FIRST ARISES ("CLAIMS PERIOD"). 2TASKS SHALL IN NO EVENT BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SIMILAR LOSSES OR DAMAGES SUFFERED BY CLIENT OR ANY THIRD PARTY, EVEN IF CLIENT OR SUCH THIRD PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The limitations set forth above reflect a deliberate and bargained for allocation of risks between 2TASKS and CLIENT, constitute the basis of the parties' bargain, and sets forth the entire liability and obligation of 2TASKS without which 2TASKS would not have agreed to enter this Agreement.
18. Notice.

          Any notice, payment, demand or communication required or permitted to be given by the provisions of this Agreement will be effective on the date of receipt if sent or delivered by certified/return receipt mail or by national overnight delivery service to 2TASKS, at the address first provide above, Attention: President; and if to CLIENT, at the address first provided above, to the attention of the party executing this Agreement on behalf of CLIENT, or at such other address(es) or to the attention of such other persons as the parties may from time to time designate in writing by notice as set forth above.
19. Force Majeure.

          Neither party shall be liable for any failure or delay in performing its obligations under this Agreement due in whole or in material part to any cause beyond its sole control, including but not limited to fire, accident, labor dispute or unrest, flood, riot, war, rebellion, insurrection, sabotage, terrorism, transportation delays, shortage of raw materials, energy or machinery, acts of God or of the civil or military authorities of a state or nation, or the inability, due to the aforementioned causes, to obtain necessary labor or facilities.
20. Waiver.

          The failure of either party to enforce any term or condition of this Agreement shall not be construed as a waiver by such party of such term or condition, nor shall a waiver of any breach of a term or condition of this Agreement on any one occasion constitute a waiver of any subsequent breach of the same or similar term or condition.
21. Assignment.

          Neither party may assign this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that each party hereby consents to any assignment to any successor of the other due to acquisition, merger, consolidation or reorganization, provided that any such assignment shall not alter the terms of the Agreement without the written consent of the non-assigning party; and each party further agrees to cause any successor of such party due to acquisition, merger, consolidation or reorganization to agree to the assignment of this Agreement to such successor, provided that any such assignment shall not alter the terms of the Agreement without the written consent of the non-assigning party.
22. Applicable Law, Venue & Judgment.

          This Agreement and the relationship of the parties shall be governed in all respects by the laws of the State of Ohio, and all applicable U.S. laws. Each of the parties hereby specifically consents to the jurisdiction of the courts of the State of Ohio and the jurisdiction of any U.S. federal court, the jurisdiction of which includes the State of Ohio or any portion thereof, for the adjudication of any dispute arising hereunder. In the event that 2TASKS should obtain a judgment against CLIENT, then CLIENT: (i) authorizes 2TASKS to file the judgment with any court or legal authority, as applicable, located in any country where CLIENT has a presence, for the enforcement and collection of the judgment; and (ii) agrees that it shall not dispute or protest the filing of, enforcement of or collection on the judgment.
23. Taxes.

         Any excise, sales, duties, use or other taxes, which result from the CLIENT's use of the software or intellectual property licensed pursuant to this Agreement, shall be paid exclusively by the CLIENT. In the event that 2TASKS must make any such payments, the CLIENT shall reimburse 2TASKS for all such amounts immediately upon demand.
24. Survival.

         The provisions of Sections 2, 3, 5, 6, 7, 9, 11, 13, 14, 16, 17, 22, 23, 24 and 25 hereof will survive the termination or expiration of the Agreement for any reason, in addition to any obligations to make payments of amounts that are due under this Agreement and any other provisions which, by their express terms, survive termination or expiration of the Agreement
25. Miscellaneous.

          This Agreement contains the entire agreement of the parties relative to any proposal or quote executed by the parties and no representations, warranties, inducements, promises or agreements, oral or otherwise, between the parties not embodied in this Agreement will be of any force or effect. This Agreement specifically supersedes any prior written or oral agreements, understandings, negotiations and proposals between the parties relating to the proposal or quote to which it is attached. The section headings used herein are for convenience only and shall not be used in the interpretation of this Agreement. If any provision of this Agreement is determined to be invalid or unenforceable, such provision shall be deemed severable from the remainder of this Agreement and shall not cause the invalidity or unenforceability of the remainder of this Agreement. This Agreement has been mutually negotiated by the parties who each had the opportunity to receive the advice of legal counsel and other professional advisors and shall be interpreted in accordance with its terms, without favor to either party. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person, firm or corporation other than the parties hereto, and their successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, or result in such person, firm or corporation being deemed a third party beneficiary of this Agreement. Any changes to this Agreement will be made by a written amendment to the Agreement and will not be effective until such amendment is signed in ink by authorized representatives of both parties. 2TASKS and CLIENT represent and warrant that they have the full power and authority to enter into this Agreement, that there are no restrictions or limitations on their ability to perform this Agreement, and that the person executing this Agreement has the full power and authority to do so.

END OF TERMS AND CONDITIONS