ENHANCED SEARCH END USER LICENSE AGREEMENT. CLICKING THE "I ACCEPT" BOX, INSTALLING OR USING THE "ENHANCED SEARCH" SOFTWARE THAT YOU HAVE SELECTED TO PURCHASE IN THE ORDERING PROCESS (THE "SOFTWARE"), YOU ARE AGREEING ON BEHALF OF THE ENTITY LICENSING THE SOFTWARE ("COMPANY") THAT COMPANY WILL BE BOUND BY AND IS BECOMING A PARTY TO THIS END USER LICENSE AGREEMENT ("AGREEMENT") AND THAT YOU HAVE THE AUTHORITY TO BIND COMPANY. IF COMPANY DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT SELECT THE "I ACCEPT" BOX AND DO NOT INSTALL THE SOFTWARE. COMPANY HAS NOT BECOME A LICENSEE OF, AND IS NOT AUTHORIZED TO USE THE SOFTWARE UNLESS AND UNTIL IT HAS AGREED TO BE BOUND BY THESE LICENSE TERMS. 1.0 Preamble The Terms of this Agreement apply to DEMO version as well as to FULL version with the exceptions of the Sections 2.1, 2.6, 3 and 7, in which the distinctions between DEMO and FULL are expressly indicated. Hereby, "FULL" means the FULL version of the Software and "DEMO" means the DEMO version of the Software. DEMO VERSION, ALTHOUGH HAS THE SAME FUNCTIONALITIES AS FULL, IS FOR DEMONSTRATION PURPOSES ONLY. 1.1 Prerequisites The Software must be installed in a SugarCRM (TM) working installation ("SugarCRM") whose version and edition are supported by the current release of the Software. A list of supported versions and editions is available from the Enhanced Search main page at http://www.dispage.com website ("Website") or can be obtained via email request to support@dispage.com. All services provided by the Website ("Website Services") and the email support service at support@dispage.com ("Email Support") are subject to the limitations indicated in Section 5.3 . The Software must be installed in SugarCRM through a free installation tool ("Extension Manager") provided by dispage, whose license and privacy informative report ("Privacy Report") are available from the Documentation area of the Website or upon request made to Email Support. 1.2 Subject of the License Enhanced Search is a Software designed to improve SugarCRM (TM) Search functionalities. Enhanced Search has been designed and developed by Dispage HK Limited 3/F, Unit A, EIB Centre No. 40-44 Bonham Strand Sheung Wan HONG KONG (Hereby referred to as "Dispage"). Copyright (c) 2010-2015 Dispage. "Dispage Intellectual Property" shall mean any of Dispage's patents and applications therefore, copyrights, trademarks, service marks, trade names, domain name rights, and other trade secret rights, and all other intellectual property rights. The Software is identified by the following resources ("Resources"): a) All the files that are copied into the SugarCRM directory ("SugarCRM Directory") or its sub-directories during the process of installation ("Installation Process") of the Software. b) All the parts of code that are added to existing SugarCRM files during the Installation Process. Hereby, file and directory paths are to be intended as paths relative to the SugarCRM Directory path. Resources may belong to three categories: (i) "EditArea Files": files, directories and sub-directories under the path 'custom/include/edit_area/' (ii) "Encrypted Files": files under the path 'custom/include/EnhancedSearchAdditional/v3o/' (iii) "Plain Code": all Resources not belonging to the categories in points i) and ii) The Company Rights, Grants and Restrictions detailed in Sections 2.1, 2.2, 2.3 and 2.4 and the Proprietary Rights in Section 2.5 apply to the Resources of category (i), (ii) and (iii) present in the SugarCRM Directory after the Software installation. Additionally, they apply to all the Software files that may be stored into paths different from the SugarCRM Directory (including, as non-exhaustive examples, the temporary directory where the files are stored after the download and the 'cache/upload/upgrades/temp' directory) during the download, the Installation Process or the subsequent operation of SugarCRM application. In the case of Software files stored in different paths, the path locations in the points (i) and (ii) above are to be intended as paths relative to the directory where the files are stored; in the case that Software files are compressed in an archive file, the path locations refer to the relative path of the files compressed in the archive file. The Encrypted Files contain encrypted PHP code that is essential to the Software key features. Encrypted Files are subject to the additional restrictions indicated in Section 2.3 and need decryption keys ("Decryption Keys") to be correctly interpreted and to activate all the Software functionalities. Decryption Keys are automatically and silently downloaded by Extension Manager from the Website ("Key Refresh") each time a SugarCRM User ("SugarCRM User") log in SugarCRM. If for any reason Key Refresh process fails, Encrypted Files are correctly decrypted still for the subsequent five (5) days since Decryption Keys are automatically stored in dispage cache directory. IMPORTANT: Key Refresh is one of the above-mentioned Website Services and is subject to the limitations indicated in Section 5.3 . 2.0 License Grants, Restrictions and Ownership 2.1 Grant to Company. (a) A "Production Installation" means a unique SugarCRM installation that is designated by the Company as the production environment during the Software installation. A "Development Installation" means a SugarCRM installation that is designated by the Company as a development, training or testing environment during the Software installation. SOFTWARE IS FULLY FUNCTIONAL FOR UP TO THREE SUGARCRM USERS IN A DEVELOPMENT INSTALLATION. (b) THE TERMS IN THIS SECTION (2.1b) APPLY ONLY TO FULL VERSION LICENSEES. For the term of Company's License Period (defined below) and subject to Company's payment of the License Fee (defined below), Dispage grants Company: i) non-exclusive, non-transferable, nonsublicensable right to use and modify the Software (with the exceptions of Encrypted Files as reported in Section 2.3 below) for Company's own internal use of the Software in one (1) Production Installation and up to three (3) Development Installations; ii) access to Website Services with the conditions and limitations in Sections 3, 5.3 and 7.0a . Production Installations must have a number of SugarCRM Users limited to the number of SugarCRM Users for which Company has paid the applicable fee. (c) THE TERMS IN THIS SECTION (2.1c) APPLY ONLY TO DEMO VERSION LICENSEES. Dispage may, at its sole discretion, grant Company a non-exclusive, non-transferable, nonsublicensable Demo License. For the term of Demo Period (defined below), Dispage grants Company: i) non-exclusive, non-transferable, nonsublicensable right to use and modify the Software (with the exceptions of Encrypted Files as reported in Section 2.3 below) for Company's own internal use of the Software in one (1) Production Installation and up to three (3) Development Installations; ii) access to Website Services with the conditions and limitations in Sections 5.3 and 7.0b . 2.2 Restrictions. Company shall not, directly or indirectly: (i) sublicense, resell, rent, lease, distribute, market, commercialize or otherwise transfer rights or usage to: (a) the Software, (b) any modified version or derivative work of the Software created by the Company or for the Company, or (c) any software, either modified or not for any purpose including timesharing or service bureau purposes; (ii) remove or alter any copyright, trademark or proprietary notice in the Software; (iii) transfer, use or export the Software in violation of any laws or regulations of any government or governmental agency; (iv) modify any version of the Software's source code ("Original Code") to develop a separately maintained source code program (the "Forked Software") so that such modifications are not automatically integrated with the Original Code or so that the Forked Software has features not present in the Original Code. The Software includes modules that report the number of authorized SugarCRM Users and permits Dispage the ability to monitor certain usage of the Software ("Critical Control Software") which is fundamental to the business of Dispage (Exhibit A). Notwithstanding the terms of this Agreement, neither the Company nor the SugarCRM Users may modify any portion of the Critical Control Software. The violation of this prohibition shall be deemed a material breach of this Agreement and Dispage may immediately terminate this Agreement. 2.3 Additional Restrictions for Encrypted Files. Encrypted Files ARE PROTECTED BY COPYRIGHT LAW. UNAUTHORIZED COPY, REVERSE ENGINEERING, DECRYPTION OR ANY ALTERATION OF ENCRYPTED FILES, OR ANY PORTION OF IT, MAY RESULT IN SEVERE CIVIL PENALTIES AND WILL BE PROSECUTED TO THE MAXIMUM EXTENT POSSIBLE UNDER THE LAW. 2.4 Company Rights on third-party resources. EditArea Files are released and can be modified under the following copyright and license: EditArea Copyright 2008-2010 Christophe Dolivet Released under LGPL, Apache and BSD licenses 2.5 Proprietary Rights. Dispage and its licensors shall own all right, title, and interest to the Software (except for EditArea Files), Dispage Intellectual Property and all technology, information, code or software provided to Company, including all portions, copies or modifications thereof. Except as expressly provided herein, no license of any kind are granted hereunder, whether by implication, estoppel, or otherwise. 2.6 Additional Restrictions FOR DEMO VERSION LICENSEES. COMPANY CAN SUBSCRIBE THIS DEMO AGREEMENT ONLY ONCE. Upon lapse of Demo Period, Key Refresh will be disabled: if Company wish to use Software thereafter it will need to purchase a Full License, or else it must uninstall the DEMO from all SugarCRM Installations. Unless otherwise stated, the Demo License Terms are applicable only if Company has not purchased or otherwise rightfully obtained a FULL version of Software. Any subscription of a FULL Agreement immediately terminates any DEMO Agreement previously entered into. 3.0 Fees and Payment (THIS SECTION APPLIES ONLY TO FULL VERSION LICENSEES) 3.1 License Fee. Company shall pay to Dispage an amount specified on Website. Company shall pay the applicable License Fee for the initial term of the License Period on the effective date of purchase ("Purchase Date"). Company shall make future fee payments due under the terms of this Agreement for renewal terms at the expiry date of the license ("Expiry Date"). The Expiry Date is calculated by adding the period of the license purchased to the Purchase Date and is communicated to Company at the completion of purchase process. All fees paid to Dispage are non-refundable. Dispage reserves the right to modify its renewal fees upon thirty (30) day prior written notice, which may be provided by e-mail. Company agrees to provide Dispage with complete and accurate billing and contact information. Dispage may terminate this Agreement and/or Company's access to the Website Services if the billing or contact information is false, fraudulent or invalid. Company will also pay all taxes, including sales, use, personal property, value-added, excise, customs fees, import duties, stamp duties and any other similar taxes and duties, including penalties and interest, imposed by any Hong Kong government entity or any non-Hong Kong government entity on the transactions contemplated by this Agreement, excluding taxes based upon Dispage's net income. 3.2 Non-Payment. Dispage may terminate this Agreement and Company's access to the Website Services for Company's non-payment of fees that is delinquent by twenty-one (21) days or more (whether under this Agreement or a separate agreement). Company agrees that Dispage may bill Company for unpaid fees. Dispage shall be entitled to reimbursement of all reasonable collection costs incurred as a result of unpaid balances. 4.0 Confidentiality Company and Dispage agree to maintain the confidentiality of any proprietary information received by the other party during, or prior to entering into, this Agreement that a party should know is confidential or proprietary based on the circumstances surrounding the disclosure, including, without limitation, non-public technical and business information ("Confidential Information") for a period of two (2) years after the termination of this Agreement. This section shall not apply to any publicly available or independently developed information or the open source version of the Software licensed under the Basic License. The receiving party of any Confidential Information of the other party agrees not to use said Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. The receiving party shall protect the secrecy of and avoid disclosure and unauthorized use of the disclosing party's Confidential Information to the same degree that it takes to protect its own confidential information and in no event less than reasonable care. 5.0 Infringement and Disclaimer of Warranty 5.1 Infringement. During any term of this Agreement, if any portion of the Software (except for third party software) is held by a court of competent jurisdiction to infringe any third party intellectual property rights and Company incurs a liability or expense as a result of such holding, then Company's sole remedy shall be, and Dispage will, at Dispage option: (i) obtain the right for Company to continue to use the Software consistent with this Agreement; (ii) modify the Software so that it is non-infringing; or (iii) replace the infringing component with a non-infringing component, or (iv) refund all of Company's money paid under this Agreement during the prior twelve (12) months and all of Company's rights and licenses under this Agreement shall automatically terminate. 5.2 No Warranty and no Additional Services implied. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SOFTWARE AS PROVIDED BY DISPAGE AND ITS LICENSORS IS PROVIDED AND LICENSED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. DISPAGE DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS THAT COMPANY MAY OBTAIN BY USING THE SOFTWARE EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERMS TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO COMPANY IN ITS JURISDICTION. COMPANY AGREES THAT THERE ARE TO BE NO PROGRAMMING OR ANY OTHER SERVICES TO BE PROVIDED UNDER THIS AGREEMENT BY DISPAGE IN RELATION TO THE SOFTWARE BEING LICENSED, INCLUDING, WITHOUT LIMITATION, ANY SERVICES IN RELATION TO ANY ERRORS, MALFUNCTIONS OR DEFECTS WHICH MAY ARISE DURING THE TERM OF THIS AGREEMENT, EXCEPT WHERE THESE SERVICES ARE RENDERED THROUGH ANY FURTHER AGREEMENT BETWEEN THE PARTIES AND, IN THAT CASE, AT A PRICE TO BE AGREED UPON AT THE TIME THE FURTHER AGREEMENT MAY BE ENTERED INTO. 5.3 No Warranty on the Website Services and Email Support. DISPAGE DOES NOT WARRANT ANY OF THE Website Services AND THE Email Support REFERRED TO IN THIS AGREEMENT, INCLUDING THE Key Refresh. NO WARRANTY IS GIVEN, EXPRESSLY OR IMPLIEDLY, THAT THE ABOVE-MENTIONED SERVICES WILL BE ERROR-FREE, UNINTERRUPTED OR WILL MEET ANY PARTICULAR CRITERIA OF ACCURACY, COMPLETENESS OR RELIABILITY OF INFORMATION, PERFORMANCE OR QUALITY. DISPAGE AND ITS LICENSORS ARE NOT RESPONSIBLE FOR TRANSMISSION ERRORS IN, CORRUPTION OF, OR THE SECURITY OF COMPANY'S INFORMATION CARRIED OVER INTER EXCHANGE CARRIERS', LOCAL EXCHANGE CARRIERS', OR OTHER PROVIDERS' FACILITIES. COMPANY AGREES THAT IT WILL NOT IN ANY WAY HOLD DISPAGE RESPONSIBLE FOR ANY SELECTION OR RETENTION OF, OR THE ACTS OR OMISSIONS OF, THIRD PARTIES IN CONNECTION WITH THE SERVICE. 6.0 Limitation of Liability 6.1 Force Majeure. EXCEPT FOR THE PAYMENT OF FEES, NEITHER PARTY SHALL BE IN BREACH OF THIS AGREEMENT DUE TO FAILURE OF PERFORMANCE THAT ARISES OUT OF CAUSES BEYOND ITS REASONABLE CONTROL. 6.2 Disclaimer of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DISPAGE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, COMPUTER FAILURE OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES EVEN IF ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. 6.3 Limitation of All Damages. IN NO EVENT SHALL DISPAGE'S OR ITS LICENSOR'S LIABILITY HEREUNDER FOR CLAIMS IN THE AGGREGATE, EXCEED THE AMOUNT THAT COMPANY PAID TO DISPAGE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE ACT OR OMISSION GIVING RISE TO THE LIABILITY. 6.4 Failure of Essential Purpose. The limitations set forth in this Section shall apply notwithstanding any failure of essential purpose of this Agreement or any limited remedy hereunder. 7.0 Term and Termination (a) THE TERMS IN THIS SECTION (7.0a) APPLY ONLY TO FULL VERSION LICENSEES. The initial license term shall commence on the Effective Date of this Agreement and shall continue until the Expiry Date defined above ("License Period"). Company shall remain obligated for all fees through the date of termination. Either party may terminate this Agreement prior to the end of a term if the other party materially breaches its obligations hereunder (except in case that Company violates any term of sections 2.1, 2.2, 2.3, 2.5 or 3.0) and, where such breach is curable, such breach remains uncured for thirty days following written notice of the breach. Dispage may terminate this agreement and/or disable Company's access to Key Refresh and other Website Services immediately upon notice to Company if Company's non-payment of any fees owed to Dispage (whether under this agreement or a separate agreement) is delinquent by twenty-one (21) days or more, or if any of the terms of sections 2.1, 2.2, 2.3 or 2.5 has been violated by the Company. Company's obligation to make a payment of any outstanding, unpaid fees and the terms of Sections 2.2, 2.3, 2.5, 3-6 and 8 shall survive termination or expiration of this Agreement. (b) THE TERMS IN THIS SECTION (7.0b) APPLY ONLY TO DEMO VERSION LICENSEES. The initial license term shall commence on the Effective Date of this Agreement and shall continue for the subsequent thirty (30) days (the "Demo Period"). Company may terminate this Agreement at any time, with or without cause, and without notice to Dispage. DISPAGE MAY TERMINATE THIS AGREEMENT AND/OR DISABLE COMPANY'S ACCESS TO Key Refresh AND OTHER Website Services AT ANY TIME, WITH OR WITHOUT CAUSE, AND WITHOUT NOTICE TO COMPANY. Company's obligation to the terms of Sections 2.2, 2.3, 2.5, 4-6 and 8 shall survive termination or expiration of this Agreement. 8.0 General Except as expressly provided herein, Company may not assign its rights or delegate its obligations under this Agreement, without the prior written consent of Dispage. This Agreement will be governed by and construed in accordance with the laws of Hong Kong laws applicable therein, excluding its conflicts of law provisions, and Company and Dispage agree to submit to the personal and exclusive jurisdiction of the courts located in Hong Kong. The parties agree the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. If any provision of this Agreement is found void and unenforceable, it will be replaced to the extent possible with a provision that comes closest to the meaning of the original provision. This Agreement, and the documents referenced in this Agreement, constitutes the entire agreement between Company and Dispage relating to its subject matter and all terms herein and supersedes all prior or contemporaneous agreements or understandings. This Agreement may be modified or changed only in writing by authorized representatives of Company and Dispage. Notices hereunder shall be in writing and addressed to Company at the address provided when purchasing this License, or, in the case of Dispage, when addressed to "Dispage HK Limited" - 29 H, Tower 6, Tung Chung Crescent - No. 2 Mei Tung Street - Tung Chung - HONG KONG. No other terms and conditions shall apply, including any terms or conditions contained in any purchase order, request for quote (RFQ), bid proposal, response hereto, or other operational form of Company or Company's agent which are in addition to or different than the terms and conditions of this Agreement contained herein. Any of Company's terms and conditions which are different from or in addition to those contained herein are hereby objected to and shall be of no effect unless specifically agreed to in writing by an authorized representative of Dispage. Delivery of the Software or other performance by Dispage with respect to the Software shall not constitute Dispage's acceptance of any additional or different terms and conditions. Exhibit A Integration to Privacy Report. Critical Control Software may transmit any of the following data to Dispage when a SugarCRM User connects to the Dispage Resource Center ("DRC") at the SugarCRM login, in addition to what detailed in the Privacy Report: (i) Total number of SugarCRM Users. (ii) A list of Database IDs ("Database IDs") of the SugarCRM Users. A Database ID is an anonymous ID String with the format 'xxxxxxxx-xxxx-xxxx-xxxx-xxxxxxxxxxxx' (i.e. "d0b9e610-8e5f-e9b1-191d-4aab6533b225"). (iii) A list of md5-encrypted usernames of the SugarCRM Users. (iv) Md5-encrypted username of the User logging in SugarCRM if the SugarCRM installation is a Production Installation; non-encrypted username of the User logging in case of Development Installations. THE SOFTWARE MUST NOT BE INSTALLED WITHOUT THE EXPRESS CONSENT TO THE TRANSMISSION OF THE DATA DETAILED IN THIS SECTION.