This SAAS Reseller Agreement (“Agreement”), is effective the date of execution (the “Effective Date”) and is entered into by and between Guhroo, INC, a South Carolina corporation (“Guhroo, INC.”), having its principal place of business at 810 Dutch Square Blvd. Suite 232, Columbia, SC 29210 and the above named party (“Reseller”). Guhroo, INC. and Reseller may be referred to each as a “Party” and together individually as a “Party” and together as the “Parties.” This Agreement includes the following Exhibits, incorporated herein by this reference:

EXHIBIT A Reseller Proposal

RECITALS

WHEREAS, Guhroo, INC. wishes to grant to Reseller certain non-exclusive rights to advertise, promote, market, grant the right to use and service the SAAS Product (as defined below), and Reseller wishes to accept and exercise these rights.

NOW, THEREFORE, the parties hereto agree as follows:

1. DEFINITIONS

1.1 Reseller Proposal means the Reseller Proposal attached hereto as Exhibit A.

1.2 Confidential Information has the meaning set forth in Section 10 below.

1.3 Customer(s) means an end user customer that is granted a subscription

to use the SAAS Product by Reseller.

1.4 Customer Data means with regard to each Customer, the data (including without limitation personally identifiable information) which such Customer (including its users) uploads or generates through use of any SAAS Product and/or stores within the database account provided by Guhroo, INC. as part of such Customer’s subscription to use any SAAS Product.

1.5 First Level Support means (i) providing help desk telephone, email and/or chat support to receive and triage Customer questions and issues relating to the use of the SAAS Product, (ii) making a good faith effort to ascertain the precise nature of an error or defect in the SAAS Product, (iii) notifying Guhroo, INC. of such error or defect, (iv) either serving as a liaison between Customer and Guhroo, INC. while Guhroo, INC. analyzes and corrects the error or defect, or (at Reseller’s option) facilitating a direct line of communication between Guhroo, INC. and the Customer to enable Guhroo, INC. to analyze and correct such error or defect and (v) Reseller contacting Customer in a reasonable amount of time for support which shall be no longer than 48 hours from time of initial contact from Customer.

1.6 Interfaces means the software module(s) that connect the SAAS Product(s) with Reseller’s product(s) and/or third-party products and enable such connected products to communicate and interact with each other.

1.7 Partner Portal means the website that gives Reseller access to Guhroo, INC. documentation, videos, and marketing collateral.

1.8 Resell means Reseller’s sale to Customers of subscriptions to access the functionality of the SAAS Product via the SAAS Subscription Model.

1.9 SAAS Product means the Guhroo, INC. SAAS offerings for human resources, including the components listed in Exhibit A attached hereto and any successor components thereto, including, without limitation, any current and future updates, enhancements, add-on modules and optional functionality produced by Guhroo, INC.. Interfaces developed by Reseller or developed by a third party for Reseller are specifically excluded from the definition of SAAS Product. Such SAAS Product will be deemed to include delivering the functionality provided by the SAAS Product as a hosted software-as-a-service which is accessed by Customers from a web browser or mobile device application via the Internet in a manner where Guhroo, INC. provides all hosting of same and associated hardware, software, bandwidth, maintenance and services.

1.10 SAAS Product Subscription means a subscription resold to a particular Customer as contemplated hereunder to use the SAAS Product.

1.11 SAAS Subscription Model means the sale to Customers of subscriptions to access and use the functionality of the SAAS Product as a software-as- a-service (SAAS) which is hosted by Guhroo, INC. and accessed by Customers from a web browser or mobile device application via the Internet. Such SAAS service will consist of delivering the functionality provided by the SAAS Product in a manner where Guhroo, INC. provides all associated hardware, software, bandwidth, maintenance and services excluding First Level Support.

1.12 Second and Third Level Support means:

i. providing support which is currently during normal business hours (Monday through Friday, 8 AM – 5 PM Eastern Time) to assist Reseller in their duties of supporting Customers in operation of the SAAS Product;

ii. supplying extensions, enhancements, patches, work-arounds and other changes to the SAAS Product which are improvements or extensions to the SAAS Product; and

iii. correcting errors or defects in the SAAS Product which Reseller is unable to correct after good faith performance of First Level Support (as defined in Section 1.10).

1.13 Terms of Service has the meaning set forth in Section 3.2

2. RIGHT TO USE AND RESELL THE SAAS PRODUCT. Guhroo, INC. hereby grants to Reseller:

2.1 A non-exclusive right to market, resell and grant to Customers the right to use the SAAS Product under the SAAS Subscription Model (either on a stand-alone basis or bundled with Reseller’s products) under Reseller’s Co-Branded label (with the additional language “Powered By Guhroo, INC.”) or under the Guhroo, INC.

2.2 A non-exclusive right to create Interfaces pursuant to Section 7.1 and to provide First Level Support.

2.3 A non-exclusive right to access and use the SAAS Product free of all fees for its own marketing and sales efforts, to provide internal staff training, to support Customers, conduct demonstrations for potential Customers, and to enable potential Customers to evaluate the SAAS Product.

2.4 A non-exclusive, non-transferable, royalty-free, limited license to use the Guhroo, INC. name and logo (the “Guhroo, INC. Marks”) solely for marketing and promoting Guhroo, INC. as contemplated hereunder. Reseller will use the Guhroo, INC. Marks in the form provided by Guhroo, INC. and in accordance with any trademark usage policies provided to Reseller by Guhroo, INC.. Any goodwill in the Guhroo, INC. Marks that result from Reseller’s use of the Guhroo, INC. Marks shall inure to the benefit of Guhroo, INC..

3. MANNER OF DISTRIBUTION

3.1 SAAS Subscription Model. The following procedures shall apply to Reseller under the SAAS Subscription Model:

i. Reseller receives order from Customer, signs order form (if applicable) with Customer and will bill Customer directly.

ii. For each initial Customer implementation, Reseller will have the option to provide the implementation service to Customer by collecting from Customer and, as necessary, other third parties, details of Customer’s employee information, including but not limited to employee demographics, personal, job, pay, time off, benefits, etc. Reseller will format, verify, and upload Customer’s information and ensure correct setup and configuration of the Customer’s SAAS Product and will take all reasonable efforts to complete such configuration promptly (the target being between fifteen (15) and thirty (30) business days).

iii. For each initial Customer implementation, Reseller will also have the option to hire Guhroo, INC.’s implementation team at rates agreed upon in the Reseller Proposal. In such case, Guhroo, INC. will provide appropriate staff and will work with Reseller or Customer to setup/configure Customer’s SAAS Product. Guhroo, INC. will take all reasonable efforts to complete such configuration promptly upon the delivery of full details of Customer’s employee information pursuant to Guhroo, INC.’s current capabilities (the target being between fifteen (15) and thirty (30) business days of the delivery of full details as needed).

iv. Reseller will provide information to Customer to begin SAAS Product use.

v. Reseller will handle all renewals with Customer during the duration of this Agreement.

3.2 Terms of Service. Each Customer who purchases a subscription to use the SAAS Product as contemplated hereunder shall be subject to the Terms of Service between the Customer and Guhroo, INC. with regard to the SAAS Product when the Customer uses the SAAS Product as defined in the Terms of Service. In the event of a conflict between any term in this Agreement and a term in the Terms of Service, the term set forth in this Agreement shall prevail.

4.MAINTENANCE AND TRAINING

4.1 Maintenance

i. As between Guhroo, INC. and Reseller, for all of the SAAS Product subscriptions resold hereunder by Reseller: (i) Reseller shall be responsible for providing First Level Support, and (ii) Guhroo, INC. shall be responsible for providing Second and Third Level Support.

ii. Guhroo, INC. will respond to a Second and Third Level Support request regarding an error in the SAAS Product(s).

iii. It is Reseller’s responsibility to ensure Customer’s SAAS Product is up to date and running the current version of resold SAAS Product.

4.2 Training. Guhroo, INC. will provide much of the sales, implementation, and support training via e-learning/online training modules that can be accessed by Reseller via the Guhroo, INC. Partner Portal or other training platform. Annually, Guhroo, INC. shall provide 2 hours of instructor-led training free of charge to Reseller for a reasonable number of (i) initial classes with up to 8 people per class to train such people how to provide pre-sales, implementation (optional) and post-sales support for the SAAS Product; and (ii) refresher classes each year thereafter to maintain/enhance the skill set of Reseller’s technical support organization with regard to the SAAS Product. For all other training classes provided by Guhroo, INC., Reseller shall pay Guhroo, INC. a fee (see Section 5 below) plus all reasonable travel costs and expenses incurred by Guhroo, INC. in connection with providing such training.

5. FEES In consideration of the rights granted by Guhroo, INC. to Reseller hereunder, Reseller will pay Guhroo, INC. the fees as set forth in the Reseller Proposal.

6. PAYMENT TERMS

6.1 Reseller shall invoice or bill Customers directly for the payment of fees associated with distribution and the SAAS Product hereunder. Reseller shall be responsible for pursuing Customers which fail to make timely payments and for collecting such fees from such Customers, and shall do so with the same diligence with which it pursues payments for Reseller’s other products.

6.2 Customer’s SAAS Product Subscriptions purchased by Reseller commence on the start date specified upon payment and continue for the subscription term selected at the time of payment. Each Customer’s SAAS Product Subscription renews automatically for the same term selected upon initial payment (e.g., month-to-month, annual subscription, etc.). Reseller’s credit card will be charged once a month for each Customer for monthly subscriptions and at the time the Customer’s annual subscription payment has been depleted based on their SAAS Product Subscriptions. Guhroo, INC. will email Reseller a receipt when Reseller’s card has been charged for each Customer. If Reseller’s card cannot be charged, Reseller’s and Customer’s access to SAAS Products may be suspended and Reseller will need to update credit card information in order for Reseller and Customer to resume use. There will be no refunds or credits for partial months of service, upgrade/downgrade accounts, or for months unused with an open account.

6.3 Qualification for and maintenance of annual subscription pricing shall be as outlined in Guhroo, INC.’s Terms of Service.

6.4 Reseller shall ensure its account remains in good standing by providing Guhroo, INC. a valid credit card for automatic payments in order to prevent interruptions to Customer’s SAAS Product Subscriptions due to non- payment by Reseller.

6.5 Renewals of SAAS Product Subscription Resold hereunder to Customer may be purchased by Reseller during the Term of this Agreement at current Reseller Pricing as long as Reseller remains in good standing with Guhroo, INC.. Guhroo, INC. reserves the right to change pricing upon sixty (60) days written notice.

7. INTERFACES

7.1 Interfaces

i. Reseller may develop an integration using the Guhroo, INC. API, and in accordance with Exhibit C, to enable the SAAS Product and Reseller systems to sync appropriate data and transform such data into the formats required for the SAAS Product to process such data.

ii. As between Reseller and Guhroo, INC., the parties agree that the integration software developed by either Party is not proprietary or confidential to either Party and may be used and distributed without restriction by either Party during the term of the Agreement and for an indefinite period thereafter. In the event that such integration includes any third party code, each Party shall be responsible for its own compliance with the applicable third party licensing requirements (e.g., copyright notices for shareware and freeware).

9. PROPRIETARY RIGHTS

9.1 Ownership of the SAAS Product

i. Guhroo, INC. represents and warrants that Guhroo, INC. and its licensors own all intellectual property rights in and to the SAAS Product. Reseller acknowledges and agrees that it shall not obtain any intellectual property ownership interest of any kind in any of the SAAS Product by or through this Agreement and that nothing in this Agreement shall give Reseller any right, title or interest in the SAAS Product, except as expressly set forth herein.

9.2 Customer Data

i. Reseller and Guhroo, INC. hereby agree that (i) each Customer owns all intellectual property rights in and to its Customer Data, (ii) Customer Data is the confidential information of such Customer, (iii) Customer Data may not be accessed or used by either Party for any purpose other than as reasonably required to enable such Customer to use its subscription to the SAAS Product(s); and (iv) if applicable, Reseller, Guhroo, INC. and/or Customer shall enter into a Data Protection Agreement.

10. CONFIDENTIALITY AND PRIVACY

10.1 A Party who receives Confidential Information (the “Receiving Party”) from the other Party (the “Disclosing Party”) agrees to hold all such Confidential Information in strict confidence and shall use the Confidential Information only in connection with the performance of its respective obligations set forth in this Agreement. “Confidential Information” means (i) information or materials which are designated in writing as confidential, proprietary, etc. by the Disclosing Party or would be reasonably understood to be confidential in nature, including, but not limited to, information or materials pertaining to the trade secrets, the Disclosing Party’s source code, past, present and future research, development and business activities, such as lists, pricing policies, market analysis, market projections, consulting and sales methods and techniques, expansion plans, product designs, and related items such as specifications, layouts, and other like items and materials and documentation, (ii) information which was disclosed verbally or in a presentation which is identified as confidential at the time of disclosure or would be reasonably understood to be confidential in nature, (iii) the terms of this Agreement, and (iv) Customer Data and any other non-public information disclosed by a Customer.

10.2 Guhroo, INC. and Reseller shall each ensure that their respective employees, agents, subcontractors and other third parties who receive or have access to Confidential Information of the Disclosing Party execute appropriate confidentiality agreements obligating them to protect the confidentiality of the Confidential Information, except that such agreements shall not be required with respect to parties who are otherwise subject to binding contractual, fiduciary or legal confidentiality obligations with respect to (among other things) the Confidential Information. In addition, both Parties shall ensure that their respective employees and subcontractors who receive or have access to Confidential Information undergo background checks, as permitted by law.

10.3 Except with regard to Customer Data that is personally identifiable information, neither Guhroo, INC. nor Reseller shall have any obligation to protect Confidential Information which is:

i. made publicly available by the Disclosing Party;

ii. lawfully obtained by the Receiving Party from any source other than the Disclosing Party, free of any obligation to keep it confidential, as substantiated by written documents;

iii. previously known to the Receiving Party without an obligation to keep it confidential, as substantiated by written documents;

iv. independently developed by the Receiving Party without use of or reference to the Confidential Information of the Disclosing Party;

v. expressly released in writing by Guhroo, INC. or Reseller or the applicable Customer from the obligations of confidentiality under this Agreement;

vi. subject to disclosure obligations under applicable law or regulation, or pursuant to an order or judgment of any court or governmental body (provided that, in either case, the Receiving Party gives reasonable advance notice to the Disclosing Party in advance of such disclosure, if not prohibited by applicable law; seeks confidential treatment of such information from the entity to which the disclosure is made; and discloses only that information which is legally required to be disclosed); or

vii. required to be disclosed in order to enforce the terms of this Agreement.

11. SECURITY; DISASTER RECOVERY

11.1 Security

i. Each Party shall maintain industry standard administrative, physical and technical safeguards for the protection, confidentiality and integrity of Customer Data and the SAAS Product.

ii. No more than once per year, upon no less than sixty (60) days advance written request, Guhroo, INC. may perform an audit (at no cost to Reseller) of the security policies and procedures employed by Reseller to secure the SAAS Product and the Customer Data in accordance with the terms of this Agreement. Such audit shall be subject to confidentiality and data privacy obligations under this Agreement and applicable law and all information obtained in the course of any such audit shall be deemed to be Confidential Information of the Disclosing Party.

11.2 Business Continuity Plan and Disaster Recovery Plans

i. Each Party shall maintain and comply with an industry standard Business Continuity Plan and Disaster Recovery Plan to facilitate the continued availability of the SAAS Product and the Customer Data in the event of disaster. Each Party shall provide a copy of its disaster recovery plan to the other Party upon the other Party’s request.

12. REPRESENTATIONS AND WARRANTIES

12.1 By Both Parties. Each Party represents and warrants to the other Party

that:

i. It has the full corporate right, power, and authority to enter into this Agreement and to perform the acts required of it hereunder.

ii. It owns or has obtained all rights necessary to grant the licenses and fulfill its obligations under this Agreement.

iii. The execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder, do not and will not violate any agreement to which such Party is bound.

iv. When executed and delivered by such Party, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

12.2 By Guhroo, INC. Guhroo, INC. warrants and covenants that the SAAS Product resold hereunder will perform in substantial accordance with the specifications and descriptions contained in the documentation and product descriptions published by Guhroo, INC. with regard to the SAAS Product. Guhroo, INC. warrants that the services delivered hereunder will be performed competently in a professional workmanlike manner by people with the required skills and training to perform such services. In the event the SAAS Product and/or the services delivered hereunder fail to meet the warranties set forth herein, Reseller may deliver notice thereof to Guhroo, INC. and Guhroo, INC. shall promptly modify the SAAS Product or re-perform such services, as applicable, provided that the foregoing shall not be deemed to limit any other remedies Reseller may have with respect to such noncompliance.

12.3 By Reseller. Reseller warrants and covenants that any Interfaces hereunder will perform in substantial accordance with the specifications and descriptions contained in the documentation and product descriptions published by Reseller with regard to any Interfaces with SAAS Product built or caused to be built by Reseller. Reseller warrants that the services delivered hereunder will be performed competently in a professional workmanlike manner by people with the required skills and training to perform such services. In the event the services rendered hereunder fail to meet the warranties set forth herein, Guhroo, INC. may deliver notice thereof to Reseller and Reseller shall promptly re-perform such services, as applicable, provided that the foregoing shall not be deemed to limit any other remedies Guhroo, INC. may have with respect to such noncompliance.

13. WARRANTY DISCLAIMER, LIMITATION OF LIABILITY AND INDEMNIFICATION

13.1 Warranty Disclaimer

THE ONLY WARRANTIES EXTENDED BY GUHROO, INC. WITH RESPECT TO THE SAAS PRODUCT AND THE SUPPORT SERVICES TO BE PROVIDED BY GUHROO, INC. HEREUNDER SHALL BE THOSE SET FORTH IN THIS AGREEMENT AND THE EXHIBITS HERETO. GUHROO, INC. DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

13.2 Limitation of Liability

i. EXCEPT WITH REGARD TO (A) THE INDEMNITIES SET FORTH IN SECTION 13.3 BELOW, (B) ANY BREACH OF SECTION 10 (CONFIDENTIALITY AND PRIVACY) OR SECTION 11 (SECURITY; DISASTER RECOVERY), (C) LOSSES ARISING OUT OF A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (D) ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF CUSTOMER DATA OR OTHER PERSONALLY IDENTIFIABLE INFORMATION, OR (E) LOSSES ARISING OUT OF ANY VIRUSES, TROJAN HORSES, WORMS, TRAPS, SPYWARE, BACK DOORS, DISABLING DEVICES OR LIKE DESTRUCTIVE OR SELF-REPLICATING CODE CONTAINED IN THE SAAS PRODUCT, NEITHER PARTY’S ENTIRE AGGREGATE LIABILITY PURSUANT TO, IN CONNECTION WITH AND ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY LEGAL ACTION OR PROCEEDING, WHETHER IN CONTRACT, STATUTE, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE, SHALL EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY RESELLER TO GUHROO, INC. FOR THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE ACTION GIVING RISE TO LIABILITY.

ii. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR AMOUNTS REPRESENTING LOSS OF PROFIT, LOSS OF BUSINESS OR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.3 Indemnity

i. Guhroo, INC. shall indemnify, defend and hold Reseller and its Affiliates and their Customers and their respective directors, officers, employees and agents, harmless from all expenses (including reasonable attorney’s fees), damages and other liabilities incurred based on a third party claim arising out of (i) a claim that the use and/or Distribution of the SAAS Product or Guhroo, INC. Materials, in whole or part, furnished to any of them hereunder infringes any patent, trademark, copyright, trade secret or other proprietary interest or intellectual property, (ii) any unauthorized access to or disclosure of Customer Data or other personally identifiable information by Guhroo, INC., or (iii) a breach of any of Guhroo, INC.’s obligations set forth in this Agreement. Reseller shall give Guhroo, INC. prompt notice of each such claim (provided that the failure to give such prompt notice shall not relieve Guhroo, INC. of its indemnification obligations hereunder unless it is materially prejudiced thereby), reasonable assistance (at Guhroo, INC.’s expense) and sole authority to defend, settle and/or appeal such claim (except that Guhroo, INC. shall not enter into any settlement without Reseller’s express consent that (a) assigns, imparts or imputes fault or responsibility to Reseller or any of its affiliates, or (b) includes a consent to an injunction or similar relief binding upon Reseller or any of its affiliates.

(A) In the event of an alleged or suspected infringement of the SAAS Product, Guhroo, INC. shall have the right, at its option, to obtain for Reseller and its Customers the right to continue using the SAAS Product, substitute other software with equivalent functional capabilities or modify the SAAS Product so that it is no longer infringing while retaining equivalent functions. If such options are not reasonably available, Guhroo, INC. shall refund all fees paid by Reseller for the applicable portion of the SAAS Product. Should Guhroo, INC. elect to take the foregoing action(s), Guhroo, INC. shall have no further indemnification obligation to Reseller for such infringement claim.

ii. Reseller shall indemnify, defend and hold Guhroo, INC. and its Affiliates and their respective directors, officers, employees and agents, harmless from all expenses (including reasonable attorney’s fees), damages and other liabilities arising out of any claims by third parties arising out of (i) a claim that the use of any intellectual property provided or developed by Reseller pursuant to this Agreement, in whole or part, infringes any patent, trademark, copyright, trade secret or other proprietary interest or intellectual property, (ii) any unauthorized access to or disclosure of Customer Data or other personally identifiable information by Reseller, or (iii) a breach of any of Reseller’s obligations set forth in this Agreement. Guhroo, INC. shall give Reseller prompt notice of each such claim (provided that the failure to give such prompt notice shall not relieve Reseller of its indemnification obligations hereunder unless it is materially prejudiced thereby), reasonable assistance (at Reseller’s expense) and sole authority to defend, settle and/or appeal such claim (except that Reseller shall not enter into any settlement without Guhroo, INC.’s express consent that (a) assigns, imparts or imputes fault or responsibility to Guhroo, INC. or any of its affiliates, or (b) includes a consent to an injunction or similar relief binding upon Guhroo, INC. or any of its affiliates.

14. TERM AND TERMINATION; RETRIEVAL OF CUSTOMER DATA

14.1 Term. The term of this Agreement shall be as set forth in the Reseller Proposal.

14.2 Termination

i. Termination for Convenience . Subject to the provisions of the Reseller Proposal, each Party shall have the right and option to terminate this Agreement for convenience any time upon sixty (60) days’ written notice to the other Party. If Reseller exercises its right to terminate this Agreement for convenience, any unpaid balance owed by Reseller is due upon Guhroo, INC. receipt of notice to terminate including, but not limited to, any remaining balance as outlined in the Reseller Proposal. Upon termination for convenience initiated by either Party, Guhroo, INC. reserves the right to retain Customers as a direct client of Guhroo, INC. if Reseller is unfit to support Customers, as determined in Guhroo, INC.’s sole discretion, in accordance with the standards outlined in this Agreement and/or as agreed upon by the standards Guhroo, INC. and their Customers have come to expect from Guhroo, INC..

ii. Termination for Cause . Each Party shall have the right to terminate this Agreement for cause upon written notice if the other Party materially breaches its obligations hereunder and fails to cure such breach within thirty (30) days of receipt of written notice from the non-breaching Party specifying such breach in reasonable detail. If Guhroo, INC. exercises its right to terminate this Agreement for cause, any unpaid balance owed by Reseller is due upon Guhroo, INC. providing notice to terminate including, but not limited to, any remaining balance as outlined in the Reseller Proposal. Upon termination for cause initiated by either Party, Guhroo, INC. reserves the right to retain Customers as a direct client of Guhroo, INC. if Reseller is unfit to support Customers, as determined in Guhroo, INC.’s sole discretion, in accordance with the standards outlined in this Agreement and/or as agreed upon by the standards Guhroo, INC. and their Customers have come to expect from Guhroo, INC..

14.3 Effect of Termination or Expiration of This Agreement. Upon the

effective date of termination of this Agreement:

i. Reseller’s rights to continue distributing the SAAS Product shall cease; provided, however, that all subscriptions properly granted to Customers by Reseller prior to such termination shall continue in full force and effect in accordance with the terms and conditions of such subscriptions.

ii. Reseller shall continue to pay amounts due to Guhroo, INC. in the ordinary course with respect to sublicenses of the SAAS Product effected prior to such termination which are to continue after such termination, as provided in the Reseller Proposal.

iii. Guhroo, INC. shall continue (i) to offer Second and Third Level Support to Reseller to enable Reseller to provide First Level Support to its installed base of Customers so long as Reseller continues to pay the applicable fees set forth in the Reseller Proposal, and (ii) to allow Reseller to continue to support existing subscriptions and offer renewal subscriptions to the SAAS Product resold to Customers hereunder via the SAAS Subscription Model so long as Reseller continues to pay the fees set forth in the Reseller Proposal.

iv. For each SAAS Product Subscription that terminates (whether it occurs on the same date that this Agreement terminates or thereafter as contemplated above), Customer will have access to its Customer Data pursuant to Guhroo, INC.’s Terms of Service.

14.4 Survival

i. Sections 1, 7, 9, 10, 11, 13, 14, 15, and the Exhibits shall survive the termination or expiration of this Agreement for any reason whatsoever.

15. MISCELLANEOUS

15.1 Relationship. The relationship between Guhroo, INC. and Reseller is that of independent contractors. The Parties are and intend to be independent contractors with respect to the services contemplated hereunder and nothing in this Agreement shall be construed to create a partnership, joint venture or employer-employee relationship. Neither Party may make any statement or take any position that contradicts anything in this Section 15.1.

15.2 Independent Development. The parties acknowledge and agree that they have each independently developed, marketed and sold (and continue to develop, market and sell) software products which may be characterized by significant functional similarity and may (now or in the future) serve the needs of similar markets. Nothing in this Agreement is intended, or shall be deemed, to restrict such development, marketing and sales efforts or any acquisition or licensing of third party products; however, the foregoing clause shall not affect the obligations of the parties under Section 9 (“Proprietary Rights”) above or Section 10 (“Confidentiality and Privacy”) above.

15.3 Assignability; Binding Effect

i. Reseller may not assign, delegate or otherwise transfer any of its rights, duties, obligations or privileges conferred pursuant to this Agreement without Guhroo, INC.’s prior written consent. Any attempted assignment or delegation of this Agreement without the necessary consent shall be void.

ii. Subject to the provisions of this Section, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

15.4 Entire Agreement; Amendments

i. This Agreement, including all Exhibits attached hereto, sets forth the entire agreement and understanding between the parties, contains all the understandings, inducements, promises and representations between the parties relating to the matters referred to herein, and merges and supersedes all prior agreements, commitments, arrangements, representations, writings and discussions between them, whether written or oral.

ii. This Agreement may not be modified or amended except by a written supplement, duly executed by each of the parties.

15.5 Governing Law; Jurisdiction. The terms and conditions of this Agreement shall be construed and interpreted pursuant to, and any dispute related to or arising under this Agreement shall be subject to, the laws of the State of South Carolina, without regard to any conflict of law rules or principles that would apply another law. The state or federal courts located in the State of Utah are the agreed-upon forum for the resolution of all disputes arising hereunder, and the Parties hereto hereby consent to the jurisdiction and venue of the aforesaid courts for the purpose of resolving all such disputes. Notwithstanding the foregoing, either Party may seek an injunction or other equitable relief in any court of competent jurisdiction for any breach of the confidentiality provisions herein.

15.6 Notices

i. Any notice, demand or other communication which under the terms of this Agreement must or may be given or made by one Party to the other Party shall be in writing and shall be sent by certified or registered air mail, return receipt requested, or any delivery services, requiring signature of receipt or via email to the email address set forth below, addressed to the respective parties as follows:

If to Guhroo, INC.:

ATTN: Matt Vaadi

810 Dutch Square

Suite 232

Columbia, SC 29210

Email: support@guhroo.co

If to Reseller, Guhroo will send to the name and address completed on Reseller Agreement

ii. Such notice, demand or other communications shall be deemed to have been given on the date confirmed as the actual date of delivery by the delivery service if sent by such service, and in the case of certified or registered air mail, ten (10) days following the date on which it was deposited postage prepaid in the U.S. mail (or the date shown on the actual mail receipt if it is earlier), and in the case of email on the date sent by email with confirmation of transmission, if sent during normal business hours of the recipient, and on the next business day, if sent after normal business hours of the recipient.

iii. The above addresses may be changed at any time by giving thirty

(30) days prior written notice as provided above.

15.7 Severability. Each provision of this Agreement or part thereof shall be severable. If, for any reason, any such provision or part thereof is finally determined, by a court of agency having valid jurisdiction, to be invalid and contrary to, or in conflict with, any existing or future law or regulation, such determination shall not impair the operation of or affect the remaining provisions of this Agreement, and such remaining provisions will continue to be given full force and effect and shall continue to bind the parties.

15.8 Enforcement. The respective rights and remedies of each Party are cumulative, and no exercise or enforcement by either Party of any right or remedy hereunder shall preclude the exercise or enforcement by such Party of any other right or remedy hereunder, or which such Party is entitled by law to enforce. Each Party may waive any obligation of or restriction upon the other Party under this Agreement only in writing. No failure, refusal, neglect, delay, waiver, forbearance or omission of either Party to exercise any right under this Agreement or to insist upon full compliance by the other with its obligations hereunder shall constitute a waiver or any provision of this Agreement.

15.9 Equitable Remedies. Because of the unique and proprietary nature each of the Party’s respective intellectual property, the Parties understand and agree that remedies at law for a breach by a Party of its obligations under Section 9 or Section 10 will be inadequate and that in the event of any such breach, the injured Party shall be entitled to seek equitable relief (including, without limitation, provisional and permanent injunctive relief and specific performance), in addition to all other remedies provided under this Agreement or available to the injured Party at law.

15.10 Construction. The headings appearing at the beginning of each section of this Agreement are for convenience only and shall not in any way affect the meaning or interpretation of this Agreement. The recitals shall be deemed to be part of this Agreement. From time to time this Agreement and any of the Exhibits hereto may be modified by the parties in accordance with Section 15.4 of this Agreement. As so modified, such exhibits shall be considered part of this Agreement. For purposes of this Agreement the words “including,” “included” and “includes” mean inclusion without limitation. This Agreement may be executed in counterparts, each of which shall be deemed to be an original document and all such counterparts together shall constitute one and the same Agreement.

15.11 Force Majeure. A Party is not liable for failure to perform its obligations if such failure is caused by conditions beyond the Party’s control, including but not limited to Acts of God, government actions or restrictions, strikes or labor difficulties, acts of war, insurrections, natural disasters, or any other cause beyond the reasonable control of the Party whose performance is affected (including mechanical, electronic, or communications failure). In the event a Party is unable to perform its obligations due to conditions described in this section, the other Party shall not be liable for payment of the unperformed services.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed on their behalf as of the Effective Date set forth above.