End-User Software License Agreement

Dispatcher ScanTrip is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. All products are licensed, not sold.

This Software as a Service and End User License Agreement (“Agreement”) is a legal agreement by and between you (either an individual or a single entity) (herein referred to as “Licensee”) and Konica Minolta Business Solutions U.S.A, Inc. (“Konica Minolta”), and its suppliers (herein referred to as “Licensor”) with regard to the copyrighted software products and services provided with this Agreement (herein referred to as the “Software” and “Services”, respectively). The Software includes computer software, the associated media, any printed materials and any online or electronic documentation accompanying the Software. Use of the Software provided to you by Konica Minolta or Licensor in whatever form or media will constitute your acceptance of the terms of this Agreement. If Licensee does not agree with the terms of this Agreement, do not download, install, copy or use the Software. By installing, copying or otherwise using the Software, Licensee agrees to be bound by the terms of this Agreement.

MODIFICATION OF THESE TERMS

Konica Minolta reserves the right, at its sole discretion, to change or otherwise modify this Agreement at any time and in any manner without notice to Licensee.

PLEASE CHECK THE SITE AND THIS AGREEMENT FROM TIME TO TIME FOR ANY CHANGES OR AMENDMENTS. LICENSEE SHALL BE DEEMED TO HAVE ACCEPTED SUCH CHANGES BY CONTINUING TO USE THE SOFTWARE AFTER SUCH CHANGES HAVE BEEN POSTED.

OWNERSHIP

You have no ownership rights in the Software. Rather, you have a license to use the Software as long as this Agreement remains in full force and effect. Ownership of the Software, Documentation and all intellectual property rights therein shall remain at all times with Konica Minolta.

LICENSE GRANT

The Software may contain computer code capable of automatically disabling the proper operation or functioning of the Software or its parts. Such disabling code may be activated if: (i) Konica Minolta or Licensor is not paid the full amount of the License fee (if any is due); (ii) Konica Minolta or Licensor is denied reasonable access to the Software to periodically reset such code (where applicable); (iii) Licensee has defaulted under this Agreement; or (iv) the License is terminated or expires.

You may not use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear missiles, or chemical or biological weapons.

ELIGIBLE LICENSES

Unless expressly stated otherwise in this Agreement, the License to the Software shall be granted to the Licensee solely for its internal business use. Without Konica Minolta’s prior express consent, the Licensee may not, either for or without consideration, return service or payment, or in any way further assign the rights and duties arising from the granted License, or lend, lease, sub-license or in any other manner transfer the Software or use the same as collateral or as security with respect to the Licensee’s or any other person’s obligations.

The Licensee may not use the Software in a scope exceeding the License granted to it (e.g. by involving a higher number of users, devices , or servers etc.) or use the License in a manner other than as determined hereunder, without the prior written (or electronically confirmed for electronic License activation procedures) consent of Konica Minolta (thereby exceeding the scope of the License Certificate) and without paying additional License Fees based on Konica Minolta’s valid price list. Should the Licensee use any of the Software in a manner or in a scope other than that permitted under this Agreement, without the prior written consent of Konica Minolta, the Licensee shall pay Konica Minolta a contractual penalty amounting to twice the License Fee for the Software License which the Licensee would have needed to acquire to use the Software to the extent and for the purpose that it in fact uses the Software. Payment of the stated contractual penalty shall not affect Konica Minolta’s right to terminate the validity of any License granted to the Licensee without entitling the Licensee to receive any settlement or reimbursement of any previously paid License Fees.

DEMONSTRATION SOFTWARE

In the event that the Licensee has received the Software free of charge as a DEMO or TRIAL Version, the Licensee may use the Software for demonstration and test purposes only. Any other or further use of the Software, including but not limited to use for production purposes or use within Licensee´s normal course of business is strictly prohibited and is a breach of this Agreement.

Licensee’s use of the Software(s) on the basis of the Trial Version is at Licensee’s risk. Unless expressly agreed otherwise, on the basis of the Trial Version, Konica Minolta or Licensor:

(i) makes the Software available “AS IS”;

(ii) makes no representations or warranties of any kind with respect to the Software;

(iii) commits to no level of service for purposes of the use of the Software by Konica Minolta or the Licensee; and

(iv) shall not be held liable for any losses incurred by the Licensee in connection with the use of the Software.

Certain features or functionality of the Software may not be available in a Trial Version. Providing any Trial Version, or any feature or functionality within Software used based on a Trial Version, does not constitute Konica Minolta’s commitment to offering it or the Trial License on a generally available basis.

The Trial Version is provided:

(i) free of charge;

(ii) for a period of time of 15 days;

(iii) for up to 3 devices per one Trial License;

(iv) for processing up to 10MB worth of files per day; and

(v) for processing a maximum quantity of 50 documents per day.

Konica Minolta reserves the right to modify, suspend or terminate the access to the Service and the Trial License without any liability.

Konica Minolta will select the data center region(s) available to Licensee for selection for provision of the Software under the Trial Version at its discretion, as well as the relevant infrastructure blueprint and scope of features.

Each Licensee is entitled to the maximum of one Trial Version, at Konica Minolta’s discretion.

Konica Minolta will carry out standard backup procedures. Licensee acknowledges that Konica Minolta shall not be liable if Licensee’s data in the Software used under a Trial Version is lost.

At the end of the Trial period, access to Licensee’s tenant instance will be suspended. Ten business days thereafter, Licensee’s tenant instance and any backup thereof, including any Licensee data contained therein, will be deleted and no longer be recoverable.

NOT FOR RESALE (NFR) SOFTWARE

The License to use NFR Software is granted free of charge, therefore the Licensee is not obliged to pay to Konica Minolta or the Licensor any License Fee for the License to use NFR Software. With regard to the NFR Software, Konica Minolta and Licensor provide no warranties or representations regarding the operation and functionality of the NFR Software. Regarding the NFR Software, Konica Minolta and Licensor provide no Software Support. The Licensee may only use the NFR Software in the version as indicated therein. However, during the validity of the License, the Licensee is entitled to receive updates. Konica Minolta is entitled to, at its sole discretion, terminate the License to use NFR Software with immediate effect and without any remedy to the Licensee.

CONSENT TO USE DATA

You agree that Konica Minolta may collect and use technical data and related information, including but not limited to technical information about your device, system and application software and peripherals, which is gathered periodically to facilitate the provision of software updates, product support and other services to you, if any related to the Software and Services. You agree that Konica Minolta may use this information to improve its products or to provide services or technologies to you.

CONFIDENTIALITY

You acknowledge that the Software contains proprietary trade secrets of Konica Minolta and you hereby agree to maintain the confidentiality of the Software using at least as great a degree of care as you use to maintain the confidentiality of your own most confidential information. You agree to reasonably communicate the terms and conditions of this Agreement to those persons employed by you who come into contact with the Software, and to use reasonable best efforts to ensure their compliance with such terms and conditions, including, without limitation, not knowingly permitting such persons to use any portion of the Software for the purpose of deriving the source code of the Software or defeating the lock and/or unlock Codes.

RESTRICTIONS

Licensee hereby agrees to refrain from copying, distributing, licensing or sub-licensing the Software. You agree not to (i) make any copies of the Software or the Documentation, in whole or in part, (ii) modify, translate, reverse engineer, decompile, disassemble the Software or the Documentation, (iii) create derivative works based on the Software or the Documentation, or (iv) create source code from the Software object code, except to the extent that such limitations are prohibited by applicable law. You agree to take reasonable steps to safeguard copies of the Software or the Documentation to prevent copying or use by unauthorized persons and to take reasonable steps to ensure that the provisions of this Agreement are not violated by your employees or agents. You agree not to use any part of the Software separately from the Software. You shall not transfer the Software or any Documentation, or any copies of them, to any Third-Party without Konica Minolta’s prior written consent.

COPYRIGHT

Licensee hereby acknowledges that at all times, Konica Minolta retains title to the intellectual property in the Software and that this Agreement is not meant to and does not transfer title to the intellectual property in the Software to Licensee; nor does it transfer title to any images, photographs, animations, video, audio, music, text and “applets” incorporated into the Software or the accompanying printed materials, and any copies thereof. Further, Licensee hereby acknowledges that title and full ownership rights to the Software remain the exclusive property of Konica Minolta. Licensee acknowledges that all copies of the Software contain the same proprietary notices as contained in or on the Software. The Software and related materials are protected by copyright laws of the United States of America and international treaty provisions.

LIMITED WARRANTY

KONICA MINOLTA WARRANTS FOR A PERIOD OF THIRTY (30) DAYS AFTER PURCHASE THAT THE SOFTWARE WILL OPERATE SUBSTANTIALLY IN ACCORDANCE WITH THE DOCUMENTATION. SHOULD THE SOFTWARE NOT SO OPERATE, YOUR EXCLUSIVE REMEDY, AND KONICA MINOLTA’S SOLE OBLIGATION UNDER THIS WARRANTY, SHALL BE, AT KONICA MINOLTA’S SOLE DISCRETION, CORRECTION OF THE DEFECT OR REPLACEMENT OF THE SOFTWARE. ANY USE BY YOU OF THE SOFTWARE IS AT YOUR OWN RISK. THIS LIMITED WARRANTY IS THE ONLY WARRANTY PROVIDED BY KONICA MINOLTA REGARDING THE SOFTWARE. EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE SOFTWARE IS PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, KONICA MINOLTA DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. KONICA MINOLTA SPECIFICALLY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE SOFTWARE WILL OPERATE ERROR-FREE OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE IS COMPATIBLE WITH ANY PARTICULAR PLATFORM. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THEY MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

IN NO EVENT WILL KONICA MINOLTA BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF KONICA MINOLTA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. KONICA MINOLTA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF THE SOFTWARE PROVIDED OR THE SERVICES PERFORMED UNDER THE AGREEMENT, OR AS TO ANY DUTY OR OBLIGATION OF KONICA MINOLTA TO ANY PARTY, REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH LIABILITY MAY BE BASED, SHALL NOT EXCEED THE AMOUNT OF THE LICENSEE FEE PAID BY YOU TO KONICA MINOLTA FOR THE SOFTWARE AND SERVICES.. BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. LICENSEE AGREES THAT ANY CAUSE OF ACTION ARISING OUT OF THE SOFTWARE PROVIDED OR THE SERVICES PERFORMED UNDER THE AGREEMENT, OR AS TO ANY DUTY OR OBLIGATION OF KONICA MINOLTA TO ANY PARTY, REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH LIABILITY MAY BE BASED, MUST BE BROUGHT WITHIN ONE (1) YEAR FROM THE DATE THE EVENT GIVING RISE TO THE CAUSE OF ACTION OCCURRED.

EXPORT RESTRICTIONS

THIS LICENSE AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT FROM THE UNITED STATES OF AMERICA OF THE SOFTWARE OR INFORMATION ABOUT SUCH SOFTWARE MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF THE UNITED STATES OF AMERICA. YOU SHALL NOT EXPORT OR RE-EXPORT THE SOFTWARE, DOCUMENTATION, OR INFORMATION ABOUT THE SOFTWARE AND DOCUMENTATION UNLESS YOU ARE IN COMPLIANCE WITH SUCH LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS.

TERMINATION

The License shall be effective from the date the Licensee agrees to the terms of this Agreement, e.g. by activating the License. The License terminates/expires at the end of the time period for which it was granted. All provisions relating to confidentiality, proprietary rights, and non-disclosure shall survive the termination of this Agreement.

GENERAL

This License Agreement shall be construed, interpreted, and governed by the laws of the State of New Jersey without regard to conflicts of law provisions thereof. The exclusive forum for any disputes arising out of or relating to this Agreement shall be an appropriate federal or state court sitting in New Jersey, USA. This Agreement shall constitute the entire agreement between the parties hereto. Any waiver or modification of this Agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be interpreted so as to reasonably affect the intention of the parties.

NOTICE TO U.S. GOVERNMENT END USERS

The Software qualifies as “commercial items,” as that term is defined at Federal Acquisition Regulation (“FAR”) (48 C.F.R.) 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in FAR 12.212. Consistent with FAR 12.212 and DoD FAR Supp. 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clauses to the contrary in any agreement into which this Agreement may be incorporated, or if this Agreement is direct, Government end user will acquire the Software with only those rights set forth in this Agreement. Use of the Software constitutes agreement by the Government that the Software is “commercial computer software” and/or “commercial computer software documentation,” and constitutes acceptance of the rights and restrictions herein. The manufacturer is: Konica Minolta Business Solutions U.S.A., Inc., 101 Williams Drive, Ramsey, NJ 07446, U.S.A.

CONFLICT

This Agreement has been translated into several languages for your convenience. Should any provision of a translated version of this Agreement conflict with a provision of the English version of this License Agreement, the provisions of the English version shall prevail.

TRADEMARK ACKNOWLEDGEMENTS

KONICA MINOLTA, the KONICA MINOLTA logo, the symbol mark, and “The essentials of imaging” are registered trademarks of KONICA MINOLTA INC.