System Service Agreement

PELICAN TECHNOLOGIES SPARROW

This Software as a Service Agreement is made on ___________________ (the "Effective Date") between Pelican Technologies, Inc, whose principal place of business is 1139 West Third Street, Suite 200, Dayton Ohio 45402 (hereafter "PELICAN") and ________________________________, whose principal place of business is at _________________________________________________________ (the "Customer").

The capitalized terms used in this agreement, in addition to those above, are defined in section 25. Definitions.

1. Grant of License to Access and Use Service

PELICAN hereby grants to CUSTOMER, including to all CUSTOMER's Authorized Users, a nonexclusive, non-sublicensable, non-assignable, royalty-free, and worldwide license to access and use the PELICAN Sparrow Workflow Tracking Application (the “Service”) solely for CUSTOMER's internal business operations (the "Deliverable"), according to PELICAN's terms and policies listed at www.SparrowOversight.com.

2. Fees

CUSTOMER shall pay PELICAN an initial setup fee between $249.00 and $696.00 determined based on the number of Sparrow Modules installed and a monthly fee of the same (“Subscription Fee”). These monthly fees may be prepaid for an annual subscription if desired. Payment in full for first month is due at the time Sparrow service begins (‘the Deliverable”) provided under this agreement.

3. Payment

CUSTOMER shall pay the Subscription Fee to PELICAN due on 1st business day of each month, in immediately available funds, or, CUSTOMER shall provide PELICAN with a valid major credit card to PELICAN and PELICAN shall charge the provided credit card the Subscription Fee on the 1st business day of each month.

4. Taxes

Payment amounts under this agreement do not include Taxes, and CUSTOMER shall pay all Taxes applicable to payments between the parties under this agreement.

5. Intrest on Late Payments

Any amount not paid when due will bear interest from the due date until paid at a rate equal to 2% per month or the maximum allowed by Law.

6. Support Services

For the Term of Use, beginning on the Effective Date, and at PELICAN's own expense, PELICAN shall provide CUSTOMER with:

1. telephone or electronic support during PELICAN's normal business hours in order to help CUSTOMER locate and correct problems with the Service and any related software, and
2. internet-based support system generally available seven days a week, twenty-four hours a day.
7. Service Levels

Applicable Levels - PELICAN shall provide the Service to CUSTOMER with a System Availability of at least 95% during each calendar month.

System Maintenance – PELICAN may:

1. take the Service offline for scheduled maintenances that it provides CUSTOMER the schedule for in writing – electronic or otherwise – however, though this scheduled maintenance time will not count as System Availability, and
2. change its schedule of maintenances on one week notice to CUSTOMER.

System Availability Definition

1. Percentage of Minutes per Month. "System Availability" means the percentage of minutes in a month that the key components of the Service are operational.
2. Not Included in "System Availability. "System Availability" will not include any minutes of downtime resulting from:
1. scheduled maintenance,
2. elements of force majeure,
3. malicious attacks on the system,
4. issues associated with CUSTOMER's computing devices, local area networks or internet service provider connections, or
5. PELICAN's inability to deliver services because of CUSTOMER's acts or omissions.
8. Data Security

CUSTOMER shall implement reasonable safeguards to prevent unauthorized access to, use of, or disclosure of the disclosing party's Data.

9. Data Privacy

PELICAN may collect, use and process CUSTOMER data only according to PELICAN's Privacy Policy, available at www.SparrowOversight.com.

10. Back-Up Data

On CUSTOMER's request and payment of $50 per copy, PELICAN shall deliver to CUSTOMER a full back-up of CUSTOMER's Data, in a format the parties agree on in writing.

11. Statistical Information

PELICAN may anonymously compile statistical information related to the performance of the Service for purposes of improving the Service service, but only if such information does not identify the data as CUSTOMER's or otherwise include CUSTOMER's name.

12. Publicity

Logos - PELICAN may include CUSTOMER's trademarks, name, and logos in its customer lists, press releases, marketing materials, and on its website.

Press Releases – Upon signing this agreement, PELICAN may issue a high-level press release announcing the relationship and the manner in which CUSTOMER will use the Service.

Removal of Logos – CUSTOMER may require PELICAN to withdraw any use of CUSTOMER's trademarks, name, and logos if CUSTOMER reasonably considers that PELICAN's use of the trademark, name, and logo is derogatory, defamatory, or detrimental to CUSTOMER or in any way damages CUSTOMER's business or reputation.

13. User Obligations

Hardware Obligations – CUSTOMER shall be responsible for

1. obtaining and maintaining all computer hardware, software, and communications equipment needed to internally access the Service, and
2. b. paying all third-party access charges incurred while using the Service.

Anti-Virus Obligations – CUSTOMER shall be responsible for implementing, maintaining, and updating all necessary and proper procedures and software for safeguarding against computer infection, viruses, worms, Trojan horses, and other code that manifest contaminating or destructive properties (collectively "Viruses").

CUSTOMER's Use of Services – CUSTOMER shall

1. abide by all local and international Laws and regulations applicable to its use of the Service,
2. use the Service only for legal purposes, and
3. comply with all regulations, policies and procedures of networks connected to the SaaS.
14. Restricted Uses

CUSTOMER will not:

1. upload or distribute any files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Service,
2. modify, disassemble, decompile or reverse engineer the Service,
3. probe, scan, test the vulnerability of, or circumvent any security mechanisms used by, the sites, servers, or networks connected to the Service,
4. take any action that imposes an unreasonably or disproportionately large load on the sites, servers, or networks connected to the Service,
5. copy or reproduce the Service,
6. access or use any other clients' or their users' data through the Service,
7. maliciously reduce or impair the accessibility of the Service,
8. use the service to post, promote, or transmit any unlawful, harassing, libelous, abusive, threatening, harmful, hateful, or otherwise objectionable material, or
9. transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability.
15. Confidentiality Obligations

The parties shall continue to be bound by the terms of the non-disclosure agreement, dated on _______________.

16. No Warranty

"As-Is" Warranty – Unless otherwise listed in this agreement,

1. PELICAN does not make any warranty regarding the Service, which includes that
2. PELICAN disclaims to the fullest extent authorized by Law any and all other warranties, whether express or implied, including any implied warranties of title, non-infringement, quiet enjoyment, integration, merchantability or fitness for a particular purpose.
17. Export Compliance

No Representation by PELICAN – PELICAN makes no representation that the Service is appropriate or available for use outside of the United States.

CUSTOMER Status – CUSTOMER represents and that it is not located in, under the control of, or a national or resident of any country to which the United States has embargoed the import or export of goods, on the United States Treasury Department's List of Specially Designated Nationals or United States Commerce Department's Table of Deny Orders.

18. Term

This agreement begins on the Effective Date and will continue for 1 year and automatically renew each year until terminated (the "Term").

19. Representations

Mutual Representations

1. Existence. The parties are corporations incorporated and existing under the laws of the jurisdictions of their respective incorporation.
2. Authority and Capacity. The parties have the authority and capacity to enter into this agreement.
3. Execution and Delivery. The parties have duly executed and delivered this agreement.
4. Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.
5. No Conflicts. Neither party is under any restriction or obligation that the party could reasonably expect might affect the party's performance of its obligations under this agreement.
6. No Breach. Neither party’s execution, delivery, or performance of its obligations under this agreement will breach or result in a default under
1. its articles, bylaws, or any unanimous shareholders agreement,
2. any Law to which it is subject,
3. any judgment, Order, or decree of any Governmental Authority to which it is subject, or
4. any agreement to which it is a party or by which it is bound.
7. Permits, Consents, and Other Authorizations. Each party holds all Permits and other authorizations necessary to
1. own, lease, and operate its properties, and
2. conduct its business as it is now carried on.
8. No Disputes or Proceedings. There are no Legal Proceedings pending, threatened, or foreseeable against either party, which would affect that party’s ability to complete its obligations under this agreement.
9. No Bankruptcy. Neither party has taken or authorized any proceedings related to that party’s bankruptcy, insolvency, liquidation, dissolution, or winding up.
20. Ownership
1. PELICAN will retain all interest in and to the Services, including all documentation, modifications, improvements, upgrades, derivative words, and all other Intellectual Property rights in connection with the Service, including PELICAN's name, logos and trademarks reproduced through the Service.
2. Ownership. Except as disclosed in PELICAN's Disclosure Schedule PELICAN is the exclusive legal owner of the Service, including all Intellectual Property included in the Service and granted under the DELIVERABLE.
21. Termination

Termination on Notice Notice – Either party may terminate this agreement for any reason on 14 business days’ notice to the other party.

Termination for Material Breach Breach – Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if:

1. the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
2. the failure, inaccuracy, or breach continues for a period of 5 Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.
3. Termination for Failure to Pay. PELICAN may terminate this agreement with immediate effect by delivering notice of the termination to CUSTOMER if CUSTOMER fails to pay the monthly Subscription Fee on time two times over any 12 month period.
22. Effect of Termination

Refund Amounts – PELICAN shall immediately refund to CUSTOMER any prepaid Subscription Fees covering the remainder of the term of all subscriptions after the effective date of termination less $500.00 for early termination.

Pay Outstanding Amounts – CUSTOMER shall immediately pay to PELICAN all amounts outstanding as of the date of, and any amounts outstanding as a result of, termination.

Discontinuance of Use – CUSTOMER shall cease all use of the Service upon the effective date of the termination.

Equipment Return – CUSTOMER shall deliver to PELICAN all borrowed equipment in good working order. PELICAN shall charge CUSTOMER a hardware replacement fee equal to PELICAN’s replacement cost for any equipment not returned or returned in an inoperable condition.

Recovery of Data – CUSTOMER will have 30 days from the date of termination to retrieve any of data that CUSTOMER wishes to keep.

23. Indemnification

Mutual Indemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses arising out of any proceeding

1. brought by either a third party or an indemnified party, and
2. arising out of the indemnifying party's willful misconduct or gross negligence.

Notice and Failure to Notify

1. Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall
1. notify the indemnifying party of the indemnifiable proceeding, and
2. deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.
2. Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.

Exclusive Remedy – The parties' right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section “Indemnification”.

24. Limitation on Liability

Mutual Limit on Liability – Neither party will be liable for breach-of-contract damages suffered by the other party that are remote or speculative, or that could not have reasonably been foreseen on entry into this agreement.

Maximum Liability – PELICAN's liability under this agreement will not exceed the fees paid by CUSTOMER under this agreement during the 12 months preceding the date upon which the related claim arose.

25. Definitions

"Authorized Users" means the list of Persons authorized to use the Services under this agreement. PELICAN has initiated an administrative user for CUSTOMER and indicated the username and password for this administrative user as an attachment. CUSTOMER is responsible for managing website user accounts associated with CUSTOMER’s use of The Service.

"Business Day" means a day other than a Saturday, a Sunday, or any other day on which the principal banks located in New York, New York are not open for business.

"Confidential Information" has the same meaning in this agreement as the term has under the Non-Disclosure Agreement between the parties, referenced in section 15. Confidential Obligations and attached to this agreement.

"Data" means all of the data CUSTOMER creates with or uses with the Service, or otherwise related to CUSTOMER's use of the Services.

"Disclosure Schedule" means the schedules delivered, before the execution of this agreement, by each party to the other party which list, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision of this agreement or as an exception to one or more of the representations or warranties made by the party, or to one or more of the covenants of the party. "Effective Date" is defined in the introduction to this agreement.

"Governmental Authority" means

1. any federal, state, local, or foreign government, and any political subdivision of any of them,
2. any agency or instrumentality of any such government or political subdivision,
3. any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that its rules, regulations or orders have the force of law), and
4. any arbitrator, court or tribunal of competent jurisdiction.

"Intellectual Property" means any and all of the following in any jurisdiction throughout the world

1. trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing,
2. copyrights, including all applications and registrations related to the foregoing,
3. trade secrets and confidential know-how,
4. patents and patent applications,
5. applications, user interfaces, source codes, compiled instructions, computer readable instructions and object libraries,
6. websites and internet domain name registrations, and
7. other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys' fees for past, present, and future infringement, and any other rights relating to any of the foregoing).

"Law" means

1. any law (including the common law), statute, bylaw, rule, regulation, order, ordinance, treaty, decree, judgment, and
2. any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any Governmental Authority having the force of law.

"Legal Proceeding" means any claim, investigation, hearing, legal action, or other legal, administrative, arbitral, or similar proceeding, whether civil or criminal (including any appeal or review of any of the foregoing).

"License Grant" is defined in section 1. Grant of Access and Use Service.

"Order" means any decision, order, judgment, award, or similar order of any court of competent jurisdiction, arbitration panel, or Governmental Authority with jurisdiction over the subject matter, whether preliminary or final.

"Permits" means all material licenses, franchises, permits, certificates, approvals, and authorizations, from Governmental Authorities necessary for the ownership and operation of the party's business.

"Person" Includes

1. any corporation, company, limited liability company, partnership, Governmental Authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and
2. any individual.

"Service" is defined in section 1. Grant of Access and Use Service.

"Subscription Fee" is defined in section 2. Fees.

"System Availability" is defined in section 7. Service Levels.

"Taxes" includes all taxes, assessments, charges, duties, fees, levies, and other charges of a Governmental Authority, including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value-added and all other taxes of any kind for which a party may have any liability imposed by any Governmental Authority, whether disputed or not, any related charges, interest or penalties imposed by any Governmental Authority, and any liability for any other person as a transferee or successor by Law, contract or otherwise.

"Term" is defined in section 18. Term.

"Viruses" is defined in section13. User Obligations.

26. General Provisions

Entire Agreement – The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement,

1. represent the final expression of the parties' intent and agreement between the parties relating to the subject matter of this agreement,
2. contain all the terms the parties agreed to relating to the subject matter, and
3. replace all the parties' previous discussions, understandings, and agreements relating to the subject matter.

Amendment – PELICAN may amend the terms and conditions of this agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at the URL www.SparrowOversight.com.

Assignment – Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party's written consent.

Notices:

1. Method of Notice. The parties shall give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid, (iv) electronic mail to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.
2. Receipt of Notice. A notice given under this agreement will be effective on
1. the other party's receipt of it, or
2. if mailed, on the earlier of the other party's receipt of it and the 5th Business Day after mailing it.

Governing Law – This agreement shall be governed, construed, and enforced in accordance with the laws of the State of Ohio, without regard to its conflict of laws rules.

Severability – If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Waiver:

1. Affirmative Waivers. Neither party's failure or neglect to enforce any of rights under this agreement will be deemed to be a waiver of that party's rights.
2. Written Waivers. A waiver or extension is only effective if it is in writing and signed by the party granting it.
3. No General Waivers. A party's failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.
4. No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

Force Majeure – Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.

No Partnership

1. No Relationship. Nothing in this agreement creates any special relationship between the parties, such as a partnership, joint venture, or employee/employer relationship between the parties.
2. No Authority. Neither party will have the authority to, and will not, act as agent for or on behalf of the other party or represent or bind the other party in any manner.

This agreement has been executed by the parties:
By:__________________________	By:__________________________
Date:________________________	Date:________________________
Name:_______________________	Name:_______________________
Title:_________________________	Title:_________________________

EXHIBIT A

Premium Service Support

1. Premium Support Services

Premium Services Support ("Premium Support") services entitles the Customer to the following:

1. Telephone or electronic support in order to help the Customer locate and correct problems with the Software or Hardware.
2. Bug fixes and code corrections to correct Software malfunctions in order to bring the Service into substantial conformity with the operating specifications.
3. All extensions, enhancements and other changes that PELICAN makes or adds to the Service and which PELICAN offers, without charge, to all other Subscribers of the Service.
4. Up to 5 dedicated contacts designated by the Customer in writing that will have access to support services.
2. Response and Resolution Goals
1. Severity 1: The Production system / application is down, seriously impacted and there is no reasonable work around currently.
   Upon confirmation of receipt, PELICAN will begin continuous work on the issue, and a customer resource must be available at any time to assist with problem determination.
   Once the issue is reproducible or once we have identified the Software defect, PELICAN support will provide reasonable effort for work around or solution within 24 hours.
2. Severity 2: The system or application is seriously affected. The issue is not critical and does not comply with the Severity 1 conditions. There is no work around currently available or the work around is cumbersome to use.
   PELICAN will work during normal business hours to provide reasonable effort for work around or solution within 7 business days, once the issue is reproducible.
3. Severity 3: The system or application is moderately affected. The issue is not critical and the system has not failed. The issue has been identified and does not hinder normal operation, or the situation may be temporarily circumvented using an available work around.
   PELICAN will work during normal business hours to provide reasonable effort for work around or solution within 10 business days, once the issue is reproducible.
4. Severity 4: Non-critical issues.

PELICAN will seek during normal business hours to provide a solution in future releases of the Service

EXHIBIT B

Software Service and Pricing

This Software Service and Pricing Schedule is effective upon the Software as a Service Agreement Effective Date, documents the Service (defined below) being purchased by __________________ ("Customer") under the terms and conditions of the Software as a Service Agreement.

1. Services
1. Internet Components and Website Application

PELICAN shall provide the Customer with a unique internet address (“URL”) named for the Customer as a sub-domain of the SparrowOversight.com domain. Loaded onto this URL shall be a copy of the Sparrow database and a collection of web pages that allow the Customer to access the database (“Sparrow Website Database System”). Access shall be restricted to the users that are created and managed by the Customer.

Users of the Sparrow Website Database System, upon logging into the secure Sparrow system, shall be presented with a collection of functions that allow users to:

1. Manage User Accounts
2. Manage Module Elements
1. Job Sites
2. Work Stations
3. Job Orders
4. Items
3. View reports of enrolled elements
4. View reports of work flow related to registered users and their interaction with enrolled elements.
5. Filter, Sort and Export viable reports

URL: https://______________.SparrowOversight.com
Username: ___________________________
Password: ___________________________

2. Usage Training

PELICAN shall train up to 3 individuals, chosen by the Customer, on the usage of Sparrow and the Sparrow Website Database System. Training may occur in person at the Customer’s place of business or remotely via the Internet and shall be performed by a qualified PELICAN representative and shall occur at a time that is of mutual consent of both parties.

3. Documentation

PELICAN shall provide to the Customer written documentation and use guides for Sparrow and the Sparrow Website Database System. This documentation may be in the form of printed documents or electronic documents.

4. Term of Service

The Term of Service beings upon the Effective Date and continues until it is canceled by either party and the Customer ceases use of Sparrow and pays any outstanding service fees. Outstanding service fees are assessed at the start of each service period (annually) and are not prorated or refunded by early termination.

5. Subscription Fee

The total number of Element Modules requested by the Customer is: ______________
Those Element Modules are (check applicable): __ Job Sites, __ Stations, __ Orders, __Items.
The total initial setup and annual fee charged by PELICAN is: $ ____________
The total recurring annual renewal fee charged by PELICAN is: $ ____________
The Customer has elected monthly Subscription Fees totaling: $ ___________ each month for the first year and totaling $ ________ each month each additional service year.

6. Initial Settings

The Customer has elected to prompt first time viewers for (select at least one):
___ First and Last Name, ___ Employee ID Number, ___ Email Address, ___ Phone Number

7. Principal Customer Contact Information:

Contact Name:_______________________________________
Contact Phone Number: _______________________________
Contact Email:_______________________________________

8. 6. Customer Credit Card Billing Information:

Credit Card Number: ___________________________________________
Expiration Date: ____________ CCV Code: _______ Zip Code: ___________