LICENSE AND TERMS OF USE AGREEMENT

THIS LICENSE AND TERMS OF USE AGREEMENT ("AGREEMENT") SETS FORTH THE TERMS AND CONDITIONS UPON WHICH SUPPLYFRAME, INC. ("SUPPLYFRAME") IS MAKING THE BELOW IDENTIFIED SOFTWARE ("SOFTWARE") AND CORRESPONDING SERVICES ("SERVICES") AVAILABLE TO YOU (THE "USER" OR "YOU"), AND USER, DESIRING TO USE THE SOFTWARE AND CORRESPONDING SERVICES (AS DEFINED BELOW), ACCEPTS AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF USER DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, USER MAY NOT USE THE SOFTWARE OR SERVICES FOR ANY PURPOSE. BY ACCEPTING THE USE OF THIS SOFTWARE OR BENEFITS DERIVED FROM THE SERVICES, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS LICENSE AND TERMS OF USE AGREEMENT GOVERNS USER'S USE OF THE SOFTWARE ONLY. OTHER TERMS OF USE GOVERN ANY OTHER SOFTWARE THAT USER MAY CHOOSE TO INSTALL ON USER'S COMPUTER.

SupplyFrame grants User a personal, terminable, non-transferable, non-exclusive, limited license to install one (1) object code copy of GoPart™ (the "Software") on User's personal computer for User's non-commercial use only and to use the related user documentation ("Documentation"). SupplyFrame and each of the third party authors and manufacturers (collectively, the "Software Providers"), to the extent applicable, retains all right, title and interest in and to the Software and the Documentation including all intellectual property rights embodied therein and derivatives thereof. User may not and may not permit others to (i) decompile, reverse engineer, disassemble or otherwise derive source code from the Software, except as permitted by law; (ii) alter, modify, adapt or prepare derivative works of the Software; (iii) remove any proprietary or intellectual property notices, labels, or marks on the Software or the Documentation; (iv) transmit, distribute or upload programs or material that contain malicious code, including, but not limited to viruses, time bombs, cancelbots, worms, Trojan horses, Easter eggs, spyware, or other potentially harmful programs or other materials or information; (v) send or enable the transmission of junk email, duplicative or unsolicited messages, or so-called "spamming" or "phishing"; (vi) disrupt, impair, alter or otherwise interfere with the functions, features, Content (as defined below) or use of any website; (vii) violate any laws, regulations, judicial or governmental order, any treaties, or violate or infringe upon any intellectual property rights, rights of publicity or privacy, or any other rights of SupplyFrame or of any third party; or (viii) gain unauthorized access to any Content or website. The Software, including, without limitation, all code, data structures, images, sounds, text, screens, formats, derivative works and all other elements of the Software may not be copied, sold, rented, leased, licensed, sublicensed, assigned, transferred or distributed (electronically or otherwise. Any licenses granted herein are provided on a temporary basis and can be withdrawn by SupplyFrame at any time. In such event, User must destroy all copies of the Software and all of its component parts as well as the Documentation. All rights not expressly granted are reserved.

By clicking "I Agree" or "Accept" button at the end of this Agreement, User agrees to be bound by the terms and conditions of this Agreement.

The Software offers Internet-interaction features, including a web user interface, searching capabilities, display of dynamic information, navigation, and hyperlinking to external sites. The Software and/or the Documentation will also suggest links to other web sites, including web sites operated by SupplyFrame or third parties. User's access to this website and the other web sites are subject to the terms of use and privacy policies of such web sites. You understand that all content resulting from your search queries using SupplyFrame's GoPart™, including, without limitation, all data, links, websites, articles, search results, photographs or other materials ("Content") made available or accessible through SupplyFrame's GoPart™, is the sole responsibility of the entity from whom it originated and SupplyFrame makes no representations or warranties regarding, and does not endorse, verify or otherwise have any responsibility for, such Content or any products or services offered in connection therewith. User agrees to accept all risks associated with the use of any Content, including any risks associated with the integrity, quality, legality, accuracy or completeness of such Content. User acknowledges that SupplyFrame does not control or have knowledge of the Content made available or accessible through SupplyFrame's GoPart™. Neither SupplyFrame nor any third party authors or manfacturers of the Software and/or Documentation are responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by the use of or reliance on any such Content, products, or services available on or through SupplyFrame's GoPart™. SupplyFrame does not review or control, and disclaims any and all responsibility or liability for, the functioning and performance of any web site, the terms of use of any web site, the privacy policies of any web site, and any content on or available via a web site, including, without limitation, links to other web sites and comments or other contact between users of a web site.

USER CAN UNINSTALL SUPPLYFRAME'S GOPART™ AT ANY TIME BY USING THE STANDARD 'ADD/REMOVE PROGRAMS' FUNCTIONALITY WITHIN USER'S WINDOWS CONTROL PANEL.

SupplyFrame may use registration forms or require User registration of SupplyFrame's GoPart™ through which customers register certain information about themselves with us, such as a User's contact information. This information is used for SupplyFrame's own internal tracking purposes - identification, product selection and evaluation. SupplyFrame may also use this contact information from time to time to send User newsletters and other materials about SupplyFrame's offered or promoted products and services. SupplyFrame also retains your contact information for its internal records. If you wish, when you complete registration, you may elect not to receive future mailings of SupplyFrame's newsletters or other materials. In addition, at any time after completing registration you may ask SupplyFrame not to send you further information about SupplyFrame. SupplyFrame may also automatically collect the IP addresses of Users installing and/or using SupplyFrame's GoPart™ for system administration and to identify Users and gather demographic information about them and how they are using SupplyFrame's GoPart™. SupplyFrame may also install cookies or other web browser or tracking software onto the hard drive of User's computer when such User downloads and installs SupplyFrame's GoPart™ to track information about User's use of SupplyFrame's GoPart™ and User's website browsing activities, such as the websites visited by the User, the date and time of such visits, the pages viewed, time spent at such websites, and searches conducted by the User via, and other websites visited utilizing the hyperlinks provided by, SupplyFrame's GoPart™. SupplyFrame may disclose this information to its affiliates and business partners and/or when SupplyFrame in good faith believes that the law requires such disclosure or such disclosure is necessary to protect SupplyFrame's legal rights.

User decides to not receive information from SupplyFrame, User may do so by sending an e-mail to info@supplyframe.com or by calling us at (626) 793-7732.

SupplyFrame's GoPart™ will link to other websites and may contain third party advertisements. These other websites may not have privacy policies, and SupplyFrame is not responsible for the privacy practices or the content of such websites. If User has any questions about how these other websites use User's information, User should contact them directly.

SupplyFrame takes reasonable security measures in order to protect the loss, misuse and alteration of the information collected from Users.

California Civil Code Section 1798 permits those customers that are California residents to request certain information regarding SupplyFrame's disclosure of such customer's personal information to other parties for their direct marketing purposes. To make such a request, please send an e-mail to info@supplyframe.com or write to us at SupplyFrame, Inc., 51 W. Dayton St., Suite 300, Pasadena CA 91105.

User acknowledges and agrees that SupplyFrame and the Software Providers may include in the Software programming codes cause the access by, and collection and reporting back to such entities information related to User's use of the Software and related activities. SupplyFrame and the Software Providers are permitted to use such collected information for the following purposes: (i) supporting and maintaining the Software, (ii) confirming compliance of use of the Software, and (iii) to disclose search and purchasing activities and results, in an aggregated manner, to any and all third parties and through SupplyFrame's and third party websites.

User represents and warrants that User is duly authorized and has the authority or consent from the owner of the computer on which User wishes to download, install and use SupplyFrame's GoPart™. User understands that the introduction of software features, components and upgrades may not be consistent across all platforms and that the performance and features offered may vary depending on User's computer and related equipment.

SupplyFrame may modify or otherwise amend this Agreement at any time without prior notice to User. Any such modifications shall be deemed effective immediately upon publishing on the website located at supplyframe.com (the "Site"). For clarity, should any of these terms and conditions differ from the terms and conditions published on the Site, the version published on the Site shall govern. User agrees to the amended Agreement by continuing your use of SupplyFrame's GoPart™. If User does not agree with the modified Agreement, User's only remedy is to discontinue using SupplyFrame's GoPart™ or to remove it from User's computer.

User will not export or re-export, directly or indirectly, SupplyFrame's GoPart™ into any country prohibited by the United States Export Administration Act and the regulations thereunder or those of any foreign agency or authority.

SupplyFrame's GoPart™ will automatically communicate with SupplyFrame's servers to check for and install updates to SupplyFrame's GoPart™, such as bug fixes, new features, registry settings, and other modifications. User agrees that all such updates to SupplyFrame's GoPart™ shall be governed by this Agreement.

SUPPLYFRAME'S GOPART™, SOFTWARE, DOCUMENTATION, SERVICES AND CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. SUPPLY FRAME DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATION REGARDING THE USE OR RESULTS OF THE USE OR OPERATION OF SUPPLYFRAME'S GOPART™, THE SOFTWARE, THE DOCUMENTATION, THE SERVICES OR THE CONTENT IN TERMS OF ACCURACY, RELIABILITY, CORRECTNESS, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUPPLY FRAME FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE INSTALLATION, DOWNLOAD, USE OR PERFORMANCE OF SUPPLYFRAME'S GOPART™, THE SOFTWARE, THE DOCUMENTATION, THE SERVICES AND/OR THE CONTENT REMAINS WITH USER.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SUPPLY FRAME OR ANY SOFTWARE PROVIDER BE LIABLE FOR ANY DIRECT, GENERAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE SUPPLYFRAME'S GOPART™, THE SOFTWARE, THE SERVICES OR THE CONTENT, EVEN IF SUPPLY FRAME OR ANY SOFTWARE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM SUPPLY FRAME'S OR ANY SOFTWARE PROVIDER'S NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU.

User agrees to release, indemnify, defend, and hold SupplyFrame, its parents, shareholders, subsidiaries, affiliates, officers, directors, employees, agents, attorneys and advisors, and all Software Providers harmless, from and against any and all losses, liabilities, claims, demands, damages, costs or expenses, causes of action, suits, proceedings, judgments, awards, execution and licenses, including reasonable attorneys' fees and costs due to or arising out of User's use, installation, or download of SupplyFrame's GoPart™ or User's breach of this Agreement.

User may terminate this Agreement at any time by uninstalling SupplyFrame's GoPart™ from User's computer. SupplyFrame and any of the Software Providers are entitled to terminate User's license right to use SupplyFrame's GoPart™ with or without notice.

This Agreement and User's use of SupplyFrame's GoPart™ are governed by the laws of the State of California without giving effect to any choice of law or conflict provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California. Any and all disputes, claims or actions arising out of this Agreement or User's use of SupplyFrame's GoPart™ will be exclusively heard in the state or federal courts located in Los Angeles County, California, United States of America, and User hereby consents and submits to the personal jurisdiction of such courts. If any provision of this Agreement is held to be unlawful, void, or for any reason unenforceable, that provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions. No failure or delay by a party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof. This Agreement states the entire agreement between the parties relating to the installation, downloading and use of SupplyFrame's GoPart™. All Software Providers are deemed to be third party beneficiaries under this Agreement.

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