SOFTWARE-AS-A-SERVICE (Saas)LICENSE AGREEMENT

Visual Asset Manager

Software Service Agreement

SOFTWARE-AS-A-SERVICE (SaaS)LICENSE AGREEMENT

This Service Agreement (this “Agreement”) is entered into as of the date set forth below between SBR Technologies LLC., a Utah Limited Liability Company (“SBR Technologies”), and the party set forth below (“Customer”).

Service. SBR Technologies provides users with the online business application “Visual Asset Management” (the "Service") and its standard workflow, or successor product name, and any new features that augment or enhance the current Service. SBR Technologies shall host the Service and may update the content, functionality, and user interface of the Service from time to time at its sole discretion.

The Service will be configured to include Customer’s logo and brand colors. Customization of the interface or workflow is available at additional cost, based on the scope of the requested changes.

SBR Technologies will also provide 3 hours of professional administrative time each month which can be used to: build product templates, add/remove/manage products within the Service, manage users, manage locations and/or site configuration. Professional administrative time expires monthly and unused time will not be carried over to the subsequent month(s).

System License Grant. In consideration of the service fee paid by Customer and subject to the terms of this agreement, SBR Technologies grants Customer, its employees, and agents a nonexclusive, nontransferable license to use the Service for internal business purposes. Reselling of the Service is prohibited unless expressly authorized by SBR Technologies. Any right not expressly granted are reserved by SBR Technologies.

License Term, Fee and Payment. The Service is provided to Customer by SBR Technologies for the fee indicated in the Order Form.

The fee is due in advance of the Service being provided auto-charged to your form of payment (open account/credit card) indicated in the Order Form:
Payment Method: I hereby authorize SBR Technologies LLC to charge my form of payment for the expenses listed in the Order Form for the charges detailed in the Order Form.

The term of this license is 24 months, starting from the “Go Live Date” indicated in the Order Form.

This License shall be granted month to month and may be cancelled at any time with 30 days written notice. Any late payments shall be subject to a service charge equal to 1.5% of the amount due (calculated on a monthly basis) or the maximum amount allowed by law, whichever is less.

Terms of Service, Warranties & Limitations of Liability. SBR Technologies warrants to Customer that the Service will be available and functional at the provided URL (indicated in the Order Form) by the agreed-upon date. The Service will provide an uptime of 99% accessibility.SBR Technologies does not warrant that the Service will be error-free. SBR Technologies’ sole liability for any breach of this warranty shall be, in SBR Technologies’ sole discretion, to use reasonable efforts to modify the Software to achieve the expected.

EXCEPT AS PROVIDED IN THIS SECTION, SBR TECHNOLOGIES MAKES NO WARRANTY OF ANY KIND WITH REGARD TO THE SERVICE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER PARTY WILL BE LIABLE FOR LOSS OR INACCURACY OF DATA, LOSS OF PROFITS OR REVENUE OR INDIRECT, SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER OR NOT FORESEEABLE.

Customer Responsibilities. In order to ensure that the Service functions properly, the customer will have the responsibility, at customer's cost, to do the following:

Customer will complete the attached order form.

Customer will define products to be added to the online repository.

Customer will provide print-ready files to SBR Technologies

Support. Customers must notify SBR Technologies of problems they experience when the software behaves in a manner that is inconsistent with the regular and usual expectations of an online storefront. Support requests should be sent through Our Support Services are not intended to ensure a response to customer enquiries regarding the correct use of software functions within the Service, nor are they intended to provide advice concerning the modification or extension of application capabilities. Should this type of response be required, customers should contact their sales representative.

Confidentiality. Both parties agree that they will not share, distribute or make available Customer’s assets or IP to any other entities outside of this agreement unless Customer’s expressly agrees otherwise, in writing (email approval will suffice).

Ownership of Data. All assets shared by the Customer with SBR Technologies will always be exclusive property of the Customer regardless of the level of personalization or customization performed by SBR Technologies to provide the necessary functionality in the Service.

Miscellaneous. This Agreement shall insure to benefit and bind the parties hereto, their successors and assigns, but neither party may assign this Agreement without written consent of the other, except such consent is not required to the successor of all or substantially all of the assignor’s business or assets. This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties. This Agreement and Incorporated Terms of Service represent the entire agreement of the parties and may not be modified unless expressly agreed to in writing by both parties. This Agreement shall be governed in accordance with the internal laws of the State of Utah. If any provision is held by a court of competent jurisdiction to be contrary to law, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. Each party shall be responsible for compliance with all applicable laws, rules and regulations, if any, related to the performance of its obligations under this Agreement. Neither party will be liable for any failure to perform any obligation (other than payment obligations) hereunder, or from any delay in the performance thereof, due to causes beyond its reasonable control.

THE UNDERSIGNED REPRESENTS THAT HE / SHE HAS THE REQUISITE AUTHORITY TO ENTER INTO THIS AGREEMENT AS AN AUTHORIZED AGENT OF THE PARTY NOTED BELOW.

ACKNOWLEDGED AND AGREED:

CUSTOMER / SBR TECHNOLOGIES, LLC
By: / By:
Print Name / Print Name / Guy Timothy
Title / Title / President
Company / Date
Date

ORDER FORM

Customer Info

Company Name
Customer Contact
Phone
Email
Go-live date
Subscription Type / ⃝24 Month
$4,776 / ⃝ Monthly
$249

Store Setup Info

Payment Methods / Available
 / PO Number
 / Credit card
 / Invoice
 / Other (Specify)
Available Delivery Methods / Available
 / Local Delivery
 / FedEx Freight
 / FedEx 2 Day
 / FedEx 3 Day
 / UPS Ground
 / UPS Next Day Air (3:00)
 / UPS Next Day Air Saver (10:30)
Access / ⃝ Private (Password protected)
Recommended / ⃝ Public

Store Branding

Store URL (Usually, the same as the company name)
Sample:
COMPANYNAME.VISIONDOESIT.COM
Customer’s primary corporate color (RGB, CMYK, Pantone)