FRESCHE GENERAL TERMS AND CONDITIONS FOR SOFTWARE LICENSE & MAINTENANCE AND SUPPORT SERVICES

FRESCHE LICENSES FRESCHE SOFTWARE TO CUSTOMER SOLELY UPON THE CONDITION THAT CUSTOMER ACCEPTS ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. BEFORE CUSTOMER CLICKS ON THE “I ACCEPT” BUTTON AT THE END OF THIS DOCUMENT, OR BEFORE CUSTOMER INSTALLS ANY FRESCHE SOFTWARE MEDIA PACKAGE, CUSTOMER IS REQUIRED TO READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF CUSTOMER DOES NOT ACCEPT THESE TERMS AND CONDITIONS, FRESCHE IS UNWILLING TO LICENSE FRESCHE SOFTWARE TO CUSTOMER NOR TO PROVIDE CUSTOMER WITH MAINTENANCE AND SUPPORT SERVICES RELATED THERETO, WHERE APPLICABLE, IN WHICH CASE CUSTOMER IS NOT AUTHORIZED TO USE FRESCHE SOFTWARE AND MUST REMOVE FRESCHE SOFTWARE FROM YOUR SYSTEM, IF ALREADY INSTALLED. BY CLICKING ON THE “I ACCEPT” BUTTON, BY AGREEING TO AN ACCEPTANCE DOCUMENT (AS FURTHER SET OUT IN SECTION 2 BELOW), OR BY OTHERWISE DOWNLOADING AND USING FRESCHE SOFTWARE, CUSTOMER CONSENTS TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND UNDERTAKING TO COMPLY THEREWITH.

1. Definitions

(a) “Agreement” means this agreement for the licensing, purchase or sale of the Items at the Purchase Price as accepted by both parties as evidenced by their signature of the PAF or any other document signed by Fresche and Customer duly authorized representatives for the Items all of which are incorporated by reference into this Agreement (collectively referred to as “Acceptance Document(s)”).

(b) “Customer” means the purchaser and/or the licensee of the Items excluding without limitation any related company, sub-licensee or any third-party to this Agreement.

(c) “Designated CPU” means the central processing unit(s), computer(s), central processing unit(s) base, processor group on designated central processing unit(s) or other hardware listed or specified in the Acceptance Documents.

(d) “Feedback” means any comments, information, questions, data, ideas, description of processes, or other information identified as feedback that Customer may submit in writing to Fresche in connection with any of its Items, including in the course of receiving Maintenance and Support Services.

(e) “Fresche”, “Vendor” or “Licensor” means the company within the Fresche group of companies that is the vendor and/or the licensor of the Items which may be any of the following companies or such other company as may join the Fresche group of companies from time to time: FRESCHE SOLUTIONS USA CORPORATION (a Delaware company), FRESCHE SOLUTIONS INC. (a federal Canadian company), FRESCHE SOLUTIONS LIMITED (a company registered in England and Wales (1795263)) and LOOK SOFTWARE PTY LTD. (an Australian company).

(f) “Implementation Services” means professional, consulting, application development, modernization, transformation or implementation services provided by Fresche to Customer, but excluding Maintenance and Support Services or installation and training services in relation to Fresche Software which may be included in the Acceptance Documents. Although Implementation Services may be referenced in a PAF or other Acceptance Document, such Implementation Services shall be governed by a master services agreement or Fresche’s professional services terms and conditions included in Fresche’s statement of work. For greater certainty, under no circumstances shall Implementation Services be governed by this Agreement.

(g) “Item” or “Items” means any or all, as the context requires, products and/or services listed in this Agreement including but not limited to Fresche Software, installation, Maintenance and Support Services, training, Fresche documentation in relation to Fresche Software (including any operating instructions, user manuals, help files, Customer handbook and other technical materials) and Implementation Services where applicable.

(h) “Maintenance and Support Services” means Fresche maintenance and support services provided to Customer on Fresche Software as described in this Agreement which may be included in the Acceptance Documents.

(i) “Other Use Limitations” means the number of user base, files, lines of code or other use limitations listed or specified in the Acceptance Documents.

(j) “Purchase Agreement Form” or “PAF” means the purchase agreement form signed by Fresche and Customer duly authorized representatives and incorporated by reference into this Agreement pursuant to which Customer purchases a license to Fresche Software, Maintenance and Support Services or installation or training services in relation to purchased Software.

(k) “Purchase Price” means the total purchase price and/or the total license fee paid by Customer to Fresche for the Items. Unless otherwise specified in the Acceptance Documents, the Purchase Price is deemed to be denominated in USD (United States Dollars).

(l) “Reseller” or “Resellers” means the distributor, reseller or independent software vendor authorized by Fresche to license or sublicense the Items to Customer.

(m) “Software” or “Fresche Software” refers collectively to the computer programs and related documentation licensed by Fresche to Customer and may include updates, upgrades, fixes, patches, revisions and modifications thereto if Customer purchase Maintenance and Support Services as described in this Agreement.

(n) “Software Commencement Date” means, with respect to the Software, the date indicated as the “Software Commencement Date” in the applicable Acceptance Document being the date at which the license to Fresche Software commences and, if no such date is indicated, the date that both parties execute the Acceptance Document.

2. Acceptance

(a) SIGNATURE. Acceptance by the parties to this Agreement and any applicable Acceptance Document shall be evidenced by the signature of the applicable Acceptance Document by their respective duly authorized representative for the Items. Such acceptance shall create a binding agreement pursuant to which Fresche shall provide (whether as Vendor or Licensor) and Customer shall accept all Items subject to the terms and conditions contained in the Acceptance Documents and in this Agreement. These terms and conditions are the only terms and conditions binding Fresche and Customer in relation to the Items. Neither Fresche's commencement of performance nor delivery of any of the Items shall be deemed or construed as acceptance of any other different terms and conditions.

(b) COMPLETE AGREEMENT. In case of conflict between the terms and conditions of the Acceptance Documents and the terms and conditions of this Agreement, the terms and conditions of the Acceptance Documents shall prevail.

3. Payment

(a) PAYMENT TERMS. The Purchase Price shall be deemed payable by Customer on delivery of each Item or in accordance with the specific payment terms of the Acceptance documents. All payments due under this Agreement which are not received in accordance herewith will be considered overdue and subject to a late payment charge of twelve percent (12%) per annum, calculated and compounded monthly, from the due date to the payment date.

(b) NON-PAYMENT AND BREACH. Non-payment of any amount as and when due shall be deemed to be a material breach by Customer of this Agreement and, at Fresche’s option, shall immediately release Fresche from all of its obligations and covenants to Customer, including termination of the license granted hereunder without a refund for any partial payment. Fresche may also uninstall Fresche Software from the Designated CPU’s or require Customer to do so and confirm that it did in the event of non-payment or any breach of this Agreement by Customer which is not cured within the applicable cure period.

4. License of Fresche Software

(a) GRANT. With effect from the applicable Software Commencement Date, Fresche hereby grants to Customer a license to use Fresche Software. Unless specifically set forth otherwise in the Acceptance Documents, the license shall be perpetual, non-exclusive, revocable, non-sublicensable and non-transferable subject to termination as otherwise provided herein. The Purchase Price for Customer to use Fresche Software shall constitute a non-refundable, one-time license fee. Where the license is specified in the Acceptance Documents to be for a limited time, subscription or a lease period, the license shall terminate upon completion of such time, subscription or lease period.

(b) TITLE. Customer acknowledges and agrees that Fresche Software is licensed, not sold, and that its licensors shall retain at all times exclusive title, ownership and rights (including intellectual property rights) to Fresche Software and any related product, services and materials, including any aggregate and statistical data generated through use of the Fresche Software, provided such data does not identify Customer or contain any confidential information of Customer. In the event any third-party software supplier, named in attached patent, copyright or trademark notices, has developed portions of Fresche Software, Customer acknowledges its responsibility to comply with all related patent, copyright, trademark or license terms of such third-party software supplier.

(c) DELIVERY. In the case where Software requires a license key in order to operate, a license key will be delivered on or after the Software Commencement Date. All deliveries under this Agreement will be electronic. Customer is responsible for installation of any software, and Customer acknowledges that Fresche has no further delivery obligation with respect to the Software after the delivery of the license key.

(d) RESELLER ORDERS. This Agreement applies whether Customer purchases Items directly from Fresche or through a Reseller. If Customer purchases through a Reseller, the Reseller is responsible for any promises, commitments or the accuracy of any such information it makes, or makes available, to Customer. Customer acknowledges and agrees that, notwithstanding any agreements that Customer has executed with such Reseller, Fresche is not a party to such agreements. Resellers are not authorized to make any promise or commitments on Fresche’s behalf, and Fresche is not bound by any obligations to Customer other than the provisions of this Agreement.

5. Limitations on use of Fresche Software

(a) INTERNAL USE. Customer shall only use Fresche Software, in object form, for its own internal purposes. Customer shall not permit any third party to use or have access to Fresche Software without Fresche’s prior written consent. Unless explicitly authorized in writing by Fresche, resale and re-licensing of Fresche Software in any form whatsoever are strictly prohibited, and any such attempt shall be void and of no effect.

(b) DESIGNATED CPU. Customer shall use Fresche Software: (i) only upon the Designated CPU unless the Designated CPU is inoperative because of malfunction, performance of maintenance or modification of the Designated CPU’s, in which event, Customer may use Fresche Software on a backup or substitute central processing unit(s) but only for the time period the Designated CPU is inoperative; and (ii) subject to the Other Use Limitations.

(c) COPIES. Except for a reasonable number of backup copies for archival purposes or program error verification, Customer shall not duplicate Fresche Software onto any media including, without limitation, paper, magnetic tape, paper tape, disk, electronic memory or by connection through modem, internet, cable connection or otherwise. Each and every such copy of Fresche Software shall prominently contain the same copyright, trademark and other legal notices which appear on or in Fresche Software.

(d) ILLEGAL USE. Customer shall not use Fresche Software in any way which violates, or might reasonably be judged by Fresche to violate, any applicable local or foreign law or regulation.

(e) OTHER RESTRICTIONS. Customer shall not decompile, disassemble or reverse engineer Fresche Software or otherwise attempt to discover all or a portion of its source code nor make any attempt to do so. Customer shall not make Fresche Software available on a service bureau or application service provider basis without the prior written consent of Fresche.

6. Confidentiality and Copyright Infringement

(a) CONFIDENTIAL INFORMATION. Fresche Software contains information and trade secrets proprietary to Fresche. Any Fresche Software, any commercial terms (including pricing) of this Agreement and any Acceptance Documents and any other information made available by Fresche in connection with the performance of this Agreement, including any information made my Fresche relating to the Items shall be deemed confidential information of Fresche without any marking or further designation. To protect and maintain the confidentiality and restricted use of Fresche Software and confidential information of Fresche, Customer shall take all reasonable steps and precautions. Furthermore, Customer agrees to use all reasonable efforts to ensure that persons employed by Customer or under Customer's direction and control, abide by the terms and conditions of this Agreement. Customer will not knowingly permit anyone to use any portion of Fresche Software for the purpose of deriving its source code. In the event Customer becomes aware that Fresche Software is being used in a manner not authorized by this Agreement, Customer shall immediately take all reasonable steps to have such unauthorized use of Fresche Software immediately cease. Customer shall notify Fresche in writing of the unauthorized use in the event that such unauthorized use continues for an unreasonable period after Customer becomes aware thereof.

(b) INFRINGEMENT. Customer agrees that any violation of this Agreement with respect to confidentiality, non-disclosure, trademark or copyright infringement shall constitute a fundamental breach of this Agreement. Furthermore, Customer acknowledges that any such violation may be remedied by monetary damages, injunctive relief or both, at Fresche's option.

7. Disclaimer of warranty

THE FRESCHE SOFTWARE, MAINTENANCE AND SUPPORT SERVICES AND ANY OTHER RELATED PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT IS LICENSED, MADE AVAILABLE, OR PROVIDED, AS APPLICABLE “AS IS” AND “AS AVAILABLE”. CUSTOMER BEARS THE RISK OF USING FRESCHE SOFTWARE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, FRESCHE DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING, ANY IMPLIED WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, PERFFORMANCE AND NON-INFRINGEMENT. FRESCHE SPECIFICALLY DISCLAIMS ANY IMPLIED OR EXPRESS WARRANTY, REPRESENTATION, GUARANTEE OR CONDITION THAT: (i) ANY OF THE ITEMS WILL MEET CUSTOMER'S REQUIREMENTS (ii) FRESCHE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR-FREE OR (iii) FRESCHE CAN OR WILL HAVE ALL SOFTWARE DEFECTS CORRECTED.

8. Limitation of liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL FRESCHE BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ITEMS OR ANY SPECIAL OR SUBSEQUENT MODIFICATIONS TO THE ITEMS, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS OR DAMAGES ARISING FROM LOSS OF USE, LOSS OF CONTENT OR LOSS OF DATA. IN ADDITION, FRESCHE’S TOTAL AGGREGATE LIABILITY TO CUSTOMER FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ITEMS OR ANY SPECIAL OR SUBSEQUENT MODIFICATIONS TO THE ITEMS, SHALL IN NO EVENT EXCEED THAT PORTION OF THE PURCHASE PRICE ACTUALLY PAID BY CUSTOMER TO FRESCHE IN THE PRECEDING TWELVE (12) MONTH PERIOD FOR SUCH ITEMS OR SUBSEQUENT MODIFICATIONS TO THE ITEMS RELATING TO ANY SUCH DAMAGES.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CUSTOMER ACKNOWLEDGES AND AGREES THAT FRESCHE IS NOT LIABLE FOR ANY INTERRUPTIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.

9. Export of the Items

Customer agrees to comply with all export and re-export laws and regulations imposed by the Canadian government, the U.S. government, the government of the United Kingdom and any other country’s government with respect to the Software and its related documentation and any other technical data received from Fresche. Unless specifically authorized elsewhere in this Agreement or in the Acceptance Documents, the Items or a portion thereof shall not be transferred or exported outside the country of Customer's address indicated in the Acceptance documents. If Customer wishes to so transfer or export the Items or any portion thereof, Customer shall: (i) notify Fresche in detail of the intended export and the intended ultimate destination (ii) obtain any required export license or other permission to transfer such Items to the other country or countries and (iii) obtain Fresche's prior written consent before doing so. Customer hereby indemnifies Fresche against any liability towards any government or third party arising out of such export.

10. Fresche Software Maintenance and Support Services

(a) PURCHASE OF MAINTENANCE AND SUPPORT SERVICES. Customer understands and agree that Customer’s right to use Fresche Software and to obtain Maintenance and Support Services, when purchased by Customer as indicated in the Acceptance Documents, is subject to Customer’s compliance with the terms and conditions of this Agreement. The Maintenance and Support Services provisions applicable to Customer, if any, for the Fresche Software will be those that are in effect at the time Customer acquires the license for the Fresche Software and the Maintenance and Support Services. Subject to Fresche’s right in Section 10(d) to modify Maintenance and Support Services terms applicable to a renewal term, the Maintenance and Support Services terms contained herein shall remain binding between Customer and Fresche in the absence of a signed agreement stating otherwise between Customer and Fresche.

(b) TERM. Various Maintenance and Support Services may be purchased by Customer for renewable one (1) year terms to commence upon the day after the PAF is signed by both parties. The level and scope of purchased Maintenance and Support Services are as identified in the Acceptance Documents signed between the parties hereto from time to time. Notwithstanding the foregoing, Fresche may change the level or scope of Maintenance and Support Services for any renewal term in accordance with the provisions of Section 10(d).

(c) FRESCHE OBLIGATIONS. During a purchased and paid-for Maintenance and Support Services term, Fresche shall, on an ongoing and continual basis for such term, use reasonable efforts to: (i) ensure that Fresche Software continues to perform materially in accordance with its related documentation (ii) communicate regularly with Customer by way of any combination of telecommunications, written correspondence, meetings, electronic bulletin board services, Software updates and documentation updates (iii) correct problems associated with the Software brought to its attention by Customer, and (iv) issue to Customer's designated support location, programming and documentation enhancements to the Software which are released in that term. All enhancements are subject to the restricted use and limited liability provisions of this Agreement.

(d) RENEWAL TERMS. At the end of any Maintenance and Support Services term, whether an initial or renewal term, the Maintenance and Support Services shall be automatically renewed for a further term of twelve (12) months unless one party has given written notice to the other, which notice must be received at least thirty (30) days before the end of the then existing term, of such party's intent not to renew. Each renewal Maintenance and Support Services term shall operate under the terms and conditions of the immediately preceding Maintenance and Support Services term, except that Fresche may notify Customer forty-five (45) days prior to the expiry of the then current Maintenance and Support Services term of any changes to the terms, conditions, scope and fees applicable to the renewal Maintenance and Support Services term.

(e) VOIDING OF WARRANTIES. Any unauthorized modification, unauthorized use, improper installation of the Software or any improper management of any related hardware shall render Maintenance and Support Services obligations null and void. Fresche warrants to Customer that Maintenance and Support Services will be provided by qualified support technicians familiar with the Software and its operation. Fresche does not warrant or guarantee that it can or will solve any reported problems with respect to the Software and it further disclaims any and all warranties as set forth in this Agreement.

(f) SURVIVAL OF THIS AGREEMENT. In the event that Fresche or Customer do not agree on the purchase, sale, renewal or continuation of Maintenance and Support Services, the remaining terms and conditions of this Agreement shall continue to apply.

11. Default and termination

(a) TERMINATION BY FRESCHE. Fresche may terminate this Agreement and Customer's rights hereunder for any breach of this Agreement which is not cured by Customer within fifteen (15) days after receipt of written notice from Fresche to Customer or immediately if Customer becomes insolvent or the subject of bankruptcy proceedings or has been dissolved.

(b) RETURN OR DESTRUCTION OF SOFTWARE. Within fifteen (15) days following expiration of a non-perpetual license or termination of this Agreement by Fresche pursuant to Section 10, Customer shall either return all copies of the Software to Fresche or shall certify in writing to Fresche that all copies of the Software have been uninstalled and destroyed.

(c) CHANGE OF DESIGNATED CPU. If Customer replaces or upgrades the Designated CPU, Customer agrees to terminate this Agreement for all Software applicable to the Designated CPU being replaced or upgraded, effective on the date of the change. Software for use with the replaced or upgraded Designated CPU may be licensed on Fresche's then current Acceptance Documents in accordance with Fresche's then applicable policies. This Agreement shall be deemed to be terminated when Fresche Software is no longer on the Designated CPU described in the Acceptance Documents.

12. General Provisions

(a) GOVERNING LAW. Fresche and Customer hereby irrevocably and exclusively submit themselves to the laws of the Province of Quebec and the federal laws of Canada applicable therein and to the jurisdiction of the Courts located in Montreal, Quebec. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Furthermore, Fresche at its option, may require any dispute or action to be settled by way of binding and final arbitration in Montreal, Quebec before a single independent arbitrator conducting a one-day hearing in accordance with the Quebec Code of Civil Procedure.

(b) ACCEPTANCE DOCUMENTS. Customer and Fresche agree to use Fresche's then current Acceptance Documents for purchasing or licensing additional Items and for changes in relation to any Designated CPU. Acceptance Documents signed and submitted by Customer are subject to acceptance in writing by a Fresche duly authorized representative. Customer agrees to submit such signed Acceptance Documents to Fresche's address as specified herein, and Fresche agrees to return a copy of an accepted and signed Acceptance Documents to Customer if the proposed changes are acceptable to Fresche.

(c) TAXES. Taxes and charges, imposed by any government with respect to the Items, for the sale or use of goods and/or services, measured by or related to the gross receipts applicable to this Agreement or related to importation, VAT or otherwise applicable to the distribution of the Items, shall be paid by Customer. If paid by Fresche, they shall be reimbursed by Customer to Fresche within twenty (20) days after Fresche’s request for reimbursement. All prices shown in an Acceptance Document are exclusive of taxes unless otherwise stated.

(d) LIMITED DATA COLLECTION. Customer understands and agrees that, in the course of performing its obligations under this Agreement, including delivering Items and providing Maintenance and Support Services, Fresche may access and collect data and information, such as computer specifications, operating systems and screen resolutions, to support the performance of its obligations, to improve its products or services and to better assess and service Customer.

(e) NOTICES. Any notice, request or demand shall be in writing and sent by either registered or certified mail, postage prepaid, by email or by facsimile transmission with answerback to the appropriate address, email or facsimile number specified. Each party may change its address, email address or facsimile number by written notice to the other party.

(f) TITLES. Captions contained in this Agreement are for reference purposes only and are not part of the Agreement.

(g) SEVERABILITY. If any provisions of this Agreement are held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(h) SURVIVAL. The terms contained in Sections 3, 6, 7, 8 and 12 shall survive the termination of this Agreement.

(i) FORCE MAJEURE. If Fresche shall be delayed or prevented from performing this Agreement due to any cause beyond its reasonable control, any such delay shall be excused during the continuance of the cause of delay, and the period of performance shall be extended to such extent as may be necessary to enable Fresche to perform this Agreement after the cause of delay has ended.

(j) WAIVER. A delay or failure by either party to exercise any right or partial right shall not be deemed to constitute a waiver of any such right or any other rights hereunder. A consent by either party to a breach of any express or implied term of this Agreement shall not constitute a consent to any subsequent breach.

(k) PUBLICITY. Customer permits Fresche to refer to Customer as its customer and to use Customer’s name and/or logo for advertising or publicity purposes.

(l) FEEDBACK. Fresche may, in connection with any of its products or services, freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction, including based on intellectual property rights or otherwise. No Feedback will be considered Customer’s confidential information, and nothing in this Agreement limits Fresche’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

(m) NON-TRANSFERABILITY. Customer shall not assign, sub-license, extend or otherwise transfer, in whole or in part, this Agreement or any license granted hereunder, without the prior written consent of Fresche. If Customer, without Fresche's prior written consent, assigns, sub-licenses, extends or otherwise transfers, in whole or in part, this Agreement or any license granted hereunder, or if there is change in the effective control of Customer without Fresche’s prior written consent, then the unauthorized assignment, sub-license, transfer or extension, or the unauthorized change in effective control of Customer shall be void and this Agreement shall be maintained or, at the option of Fresche, the Agreement may be terminated. Fresche may assign its rights and obligations under this Agreement, without Customer’s permission, including in connection with any merger, consolidation, sale of all or substantially all of Fresche’s assets, or any other similar transaction.

(n) BINDING BY ELECTRONIC DELIVERY. The Acceptance Documents may be executed in counterparts. When each party has signed and delivered at least one counterpart by hard copy, electronic signature, fax or PDF/email electronic delivery, each counterpart shall be deemed an original, and when taken together with other signed counterparts, shall constitute one agreement, which shall be binding on all parties.

(o) ENTIRE AGREEMENT. The foregoing terms and conditions together with the Acceptance Documents constitute the entire agreement between the parties with respect to the Items and shall supersede all previous proposals, both oral and written, negotiations, representations, commitments, writings, agreements and all other communications between the parties. Other than changes to the Maintenance and Support Services terms applicable to renewal terms, no amendment to this Agreement shall be valid and binding on either party unless agreed to in writing and signed by the duly authorized representative of each party. Notwithstanding the foregoing, Fresche may update or modify this Agreement from time to time, including any referenced policies and other documents. If a revision meaningfully reduces Customer’s rights, Fresche will use reasonable efforts to notify Customer of such revision. If Fresche modifies the Agreement, Customer’s continued use of Items shall constitute Customer’s irrevocable acceptance of the updated terms. This Agreement may not be released, discharged, changed, modified or amended except by an instrument in writing signed by a duly authorized representative of each of the parties. The obligations of Customer shall continue with any successors and permitted assigns of Customer.

For inquiries: terms@freschesolutions.com

For written notices required to be sent by this Agreement to Fresche, please send such notice to one of the following Fresche entities described as Licensor in the Acceptance Documents:

Fresche Solutions Inc.
995 Wellington St., Suite 200, Montreal, Quebec, Canada H3C 1V3

Fresche Solutions USA Corporation
20 Fall Pippin Lane Suite 202, Asheville, NC 28803, USA

Fresche Solutions Limited, a company registered in England and Wales (1795263)
Narrow Quay House, Narrow Quay, Bristol, BS1 4QA, UK

Look Software PTY LTD
Level 26, 360 Collins Street, Melbourne, VIC 3000, Australia