Cohesion Inc. ("Hawkeye") has designed, developed and is the publisher of a business to business network, the PartnerConduit Network, which is run through a software product collectively entitled the PCN Service ("Network"). In order to use this Network, you must read and agree with this LICENSE (this "Agreement"). By using the Network, you agree as follows:

1. License Terms.

   1.1 License Grant. Hawkeye grants you (the "User") the non-exclusive, non-transferable, revocable, limited right to access the Network for User's business use. Unless otherwise authorized, User may not use, copy, reproduce, modify, publicly perform or display, create derivative works of, sell, auction, loan, lease, rent, distribute, transfer or disclose all or any part of the Network (including, without limitation, any screenshots, videos, documentation or manuals relating to the Network) except as provided in this Agreement. All other rights not explicitly granted are reserved to Hawkeye.

   1.2 License Restrictions. Unless otherwise authorized by this Agreement or Hawkeye in writing, User shall not:

   1. Sublicense to, transfer, network, transmit, distribute, or permit use of the Network by, any third party;
   2. Reverse engineer, decompile, or disassemble any aspect of the Network including setting up competing networks;
   3. Transmit or communicate any data that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
   4. Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
   5. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any data transmitted to other users;
   6. Transmit, access or communicate any data that User do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);
   7. Transmit, access, or communicate any data that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
   8. Transmit or communicate any data that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
   9. Interfere with or disrupt the Network or other user's use of the Network;
   10. Intentionally or unintentionally violate any applicable local, state, national or international law, including securities exchange and any regulations requirements, procedures or policies in force from time to time relating to the Network;
   11. Modify, delete or damage any information contained on the personal computer of any other user;
   12. Unless otherwise approved by Hawkeye, upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
   13. Harm the Network including using any program or other mechanism to slow or "crash" the network;
   14. Use the Network to engage in any illegal activity;
   15. Engage in any activity or install any software Network to facilitate activity considered cheating or hacking to gain an advantage over other users as judged by Hawkeye especially using the Network's virtual currency;
   16. Violate the policies set out in the Code of Conduct or Collaboration Currency Rules; or
   17. Allow usage by others in such a way as to violate this Agreement.
       USER ACCESS AND USE OF THE NETWORK IS SUBJECT TO THIS AGREEMENT AND ALL APPLICABLE LAWS, RULES AND REGULATIONS. USER'S FAILURE TO FOLLOW THESE RULES, WHETHER LISTED HEREIN OR IN BULLETINS POSTED AT VARIOUS POINTS IN THE NETWORK, MAY RESULT IN SUSPENSION OR TERMINATION OF USER'S ACCESS TO THE NETWORK, WITHOUT NOTICE, IN ADDITION TO HAWKEYE'S OTHER RIGHTS OR REMEDIES.
       FOR AVOIDANCE OF DOUBT, HAWKEYE RESERVES THE RIGHT, IN HAWKEYE'S SOLE DISCRETION, TO REJECT, REFUSE TO POST OR REMOVE ANY CONTENT POSTED BY USER, OR TO RESTRICT, SUSPEND, OR TERMINATE USER'S ACCESS TO ALL OR ANY PART OF THE WEBSITE AT ANY TIME, FOR ANY OR NO REASON, WITH OR WITHOUT PRIOR NOTICE, AND WITHOUT LIABILITY. HAWKEYE EXPRESSLY RESERVES THE RIGHT TO REMOVE USER'S PROFILE AND/OR RESTRICT, SUSPEND, OR TERMINATE USER'S ACCESS TO THE NETWORK IF HAWKEYE DETERMINES, IN HAWKEYE'S SOLE DISCRETION, THAT USER POSES A THREAT TO THE NETWORK AND/OR OTHER USERS.
       IF A USER BECOMES AWARE OF ANY MISUSE OF THE NETWORK OR ANY OTHER ABUSIVE OR UNLAWFUL ACTS OR POSTINGS USING THIS NETWORK, PLEASE CONTACT HAWKEYE AT abuse@partnerconduit.com.

   1.3 Indemnification. User (i) agrees to indemnify, defend and hold harmless, and (ii) hereby releases, Hawkeye, its licensors, and their direct and indirect parent, subsidiary and sister corporations, and their respective officers, directors, employees, and agents from and against any and all losses, liabilities, claims, obligations, costs and/or expenses (including reasonable legal fees) which result from, arise out of or in connection with User's use of the Network or activities related thereto or User's violation of this Agreement.

   1.4 Technical Information; Monitoring; Privacy Issues. User may be required to provide to Hawkeye, or allow Hawkeye to collect on an ongoing basis, as a condition of using the Network, certain information, including, but not limited to, certain specifications of User's hardware including diagnostic information, video cards, drivers, operating system and software ("Technical Information") and User hereby specifically grants Hawkeye the right to upload or collect such Technical Information from User's computer system during his or her use of the Network, for the purpose of evaluating, supporting, and improving the Network. Hawkeye's retention and use of all Technical Information shall be subject to Hawkeye's posted privacy policy, as that policy may be modified by Hawkeye in its discretion from time to time. Without in any way limiting Hawkeye's rights with respect to such information as set forth in the Privacy Policy, User acknowledges that subject to this Agreement, any and all data that is stored and is resident on Hawkeye's servers, and any and all communications that he or she makes within the Network (including, but not limited to, messages solely directed at another user or users) traverse through Hawkeye's servers, may or may not be monitored by Hawkeye personnel. Hawkeye has the right, but not the obligation to monitor User activity, including User communications. Hawkeye may remove or edit any User information, communication, or other contribution associated with the Network.

   1.5 Term of the Agreement. The grant of license herein, may be terminated by Hawkeye at any time, for any reason or for no reason, in Hawkeye's sole and absolute discretion, by providing written, electronic or emailed notice to User. User may, at any time and for any reason or for no reason, terminate this Agreement by uninstalling the Network. At termination, User shall erase all copies of the Network from User's hardware. HAWKEYE ALSO RESERVES THE RIGHT TO TERMINATE THIS AGREEMENT IN ITS SOLE DISCRETION IF THE BUSINESS PROJECT ASSOCIATED WITH THE NETWORK IS CANCELLED.

   1.6 Registration and Fees. Hawkeye may at times provide User with the ability to register and/or set up an account to use certain portions of the Network, or the Network as a whole. Fees associated with a subscription payment, collaboration currency, integration, monthly account management and other fees ("Fees") may be required for certain membership/account levels and registration. Fees may change from time to time, at the sole discretion of Hawkeye and Hawkeye may terminate this Agreement for non-payment of Fees. If a User registers and/or sets up an account on the Network, User will be solely responsible for maintaining the security of your all of your registration information including any user id or password and User may not authorize others to use the Network, and User is responsible for all use by User and those User allows to use the Network. User further agrees to notify Hawkeye if User believes any information has been compromised in any manner. User registration is broken into the following levels and depending on the level has differing access to the Network:

   1. Basic Users, Partner Members, Partner Affiliated Users, Vendor Sponsors, and Sponsor Affiliated Users (all defined below) are all considered Users under this Agreement.
   2. A Basic User ("Basic User") completes a registration process to have certain limited access to the Network. The Basic User agrees to be bound to this Agreement, the Code of Conduct, and the PCN Member Collaboration Currency Rules.
   3. A Partner Member ("Partner Member") is a corporate entity with a number of Partner Affiliated Users ("Partner Affiliated Users") that completes a registration process and is responsible for certain Fees. The Partner Member is responsible for the Network use of its Partner Affiliated Users. The Partner Member and Partner Affiliated Users agree to be bound to this Agreement, the Code of Conduct, and the PCN Member Collaboration Currency Rules.
   4. A Vendor Sponsor ("Vendor Sponsor") is a corporate entity with a number of Sponsor Affiliated Users ("Sponsor Affiliated Users") that has signed a sponsor agreement ("Sponsor Agreement") provided by Hawkeye, completes a registration process, and is responsible for certain Fees. The Vendor Sponsor is responsible for the Network use of its Sponsor Affiliated Users. The Vendor Sponsor and Sponsor Affiliated Users agree to be bound to the Sponsor Agreement, this Agreement, the Code of Conduct, and the PCN Sponsor Collaboration Currency Rules.
   5. Additional information including Fees and access, associated with each User type may be found www,partnerconduit.com/join

   1.7 Public Forums. "Public Forum" means an area, site or feature offered as part of the Network that enables Users (a) to submit, post, display and/or view any user-generated content posted by a User or others (collectively, "User Generated Content") and/or (b) to communicate, share or exchange User-Generated Content with other Users, visitors and members of the general public including, without limitation, a chat area, message board, blog, wiki, instant messaging, mobile messaging, social community environment, profile page, conversation page, e-mail function.

   User acknowledges that all content (including any User-Generated Content) including any transmitted by way of any Public Forum may be routed through Hawkeye servers, the servers of one or more third parties on Hawkeye's behalf and the Internet, and may be viewed on the Internet by the general public and that, therefore, Users have no expectation of privacy with regard to any such submission. Users acknowledge that Public Forums and features offered therein are for public and not private communications.

   Users are and shall remain solely responsible for the materials and information submitted and/or posted under a User's username or otherwise by User in any Public Forum and for the consequences of submitting and posting the same. Users acknowledge that the use of any content on the Network (including User-Generated Content) posted in any Public Forum is at User's own risk. For example, Hawkeye is not responsible for, and does not endorse, the opinions, advice or recommendations posted or sent by Users in any Public Forum and specifically disclaims any and all liability in connection therewith.

   Hawkeye reserve the right to screen, refuse to post, remove or edit content (including User-Generated Content) at any time and for any or no reason in our absolute and sole discretion without prior notice, although Hawkeye has no duty to do so or to monitor any Public Forum. Without limiting any of the foregoing, Users represent and warrant the following with respect to any User-Generated Content User's posts to the Network:

   1. User own or have properly licensed all right, title and interest in and to any User-Generated-Content supplied and all elements therein;
   2. any and all User-Generated Content supplied by User does not contain any third party trademarks, logos, service marks and/or brand identifiers;
   3. All User-Generated Content supplied by User will not infringe or violate the rights of any third parties, including but not limited to copyrights, trademarks, rights of publicity/privacy, patent, trade secret or confidentiality obligations;
   4. User will not post and/or use any content that is libelous, defamatory, abusive, vulgar, hateful, obscene, scandalous, inflammatory or otherwise objectionable or offensive, in Hawkeye's sole discretion; and
   5. all statements, testimonials, endorsements, etc., made by User in connection with any products or services discussed or displayed on the Network will be a true representation of User's opinion and experience with such products or services.

   1.8 IP Takedown. Hawkeye takes intellectual property, particularly copyright, very seriously and abides by the Digital Millennium Copyright Act.

   If you are a copyright owner, or the authorized representative of a copyright owner, you may report an alleged infringement of copyright by contacting Hawkeye's designated agent with a written communication that includes the following information to abuse@partnerconduit.com:

   1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
   2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
   3. Identification of the material that is claimed to be infringing or the subject of infringing activity that is to be removed. Metaplace also needs information reasonably sufficient to locate the material such as the appropriate links, screenshots, and any other identifying information you have.
   4. Information reasonably sufficient to permit Metaplace to contact you, such as an address, telephone number, and, if available, an e-mail address where you may be contacted.
   5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
   6. A statement that the information in the notification is accurate, under penalty of perjury, and that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

2. Ownership.

   2.1 Hawkeye Intellectual Property. Except for the revocable, limited license expressly granted hereunder, Hawkeye retains all rights, title and interests in and to all intellectual property rights associated with the Network and all copies thereof, use thereof by User, and content and data in connection therewith including any information or data collected from Users. These rights include, but are not limited to, all intellectual property and other rights in and to User suggestions or comments, including those that may be used in modifying the Network. The Network is copyrighted and is protected by United States copyright laws and international treaty provisions as well as other laws. User acknowledges that the Network contains valuable trade secrets of Hawkeye, and that Hawkeye and/or its licensors own all intellectual property rights in and to the Network, including, without limitation, all patent rights, copyrights, inventions, trade secret rights, trade dress rights, trademark rights and intellectual property rights therein and thereto. User may not remove the copyright and other proprietary rights notices from the Network. User agrees that this Agreement shall be retained with all copies of the Network and documentation constituting the Network. User agrees to use reasonable efforts to prevent any unauthorized copying or distribution of the Network. Except for the license as expressly provided herein, Hawkeye does not grant User any express or implied right in any patents, copyrights, trademarks, or trade secret information of Hawkeye and/or its licensors.

   2.3 Licensed Intellectual Property. Hawkeye, through arrangements with licensors, use the Network to incorporate certain external intellectual property ("Licensed Intellectual Property") into the Network. This Licensed Intellectual Property shall remain the property of the licensors and any and all intellectual property rights thereto shall remain with the licensors.

3. Injunctive Relief. User acknowledges and agrees that a breach or threatened breach of any covenant contained in this Agreement would cause irreparable injury, that money damages would be an inadequate remedy and that Hawkeye shall be entitled to temporary and permanent injunctive relief, without the posting of any bond or other security, to restrain User, from such breach or threatened breach. Nothing in this Section shall be construed as preventing Hawkeye from pursuing any and all remedies available to it, including the recovery of money damages from User.

4. No Warranty; No Liability For Damages; No Support; Content and Data.

   4.1 No Warranty. USER ACKNOWLEDGES THAT THE NETWORK MAY WELL CONTAIN ERRORS AND DEFECTS. THE NETWORK IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY OF THE NETWORK IS WITH USER. SHOULD IT PROVE DEFECTIVE FOLLOWING THE RECEIPT BY USER, USER AND NOT HAWKEYE ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING OR REPAIR. Without limiting the foregoing, Hawkeye does not ensure continuous, error-free, secure or virus-free operation of the Network. THESE DISCLAIMERS OF WARRANTY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT.

   4.2 No Liability For Damages. TO THE GREATEST EXTENT PERMISSIBLE BY LAW, IN NO EVENT SHALL HAWKEYE, ANY PARENT, SUBSIDIARY OR OTHERWISE RELATED COMPANY, OR EMPLOYEES, AGENTS, OFFICERS AND/OR DIRECTORS OF ANY OF THE ABOVE, BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL PUNITIVE OR OTHER DAMAGES OR LOST PROFITS, DATA OR BUSINESS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE NETWORK EVEN IF ANY OF THE ABOVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

   4.3 Support. Hawkeye does provide documentation and limited support for the Network. For more information, visit www.partnerconduit/support

5. Dispute Resolution and Choice of Law.

   5.1 Informal Resolution. To facilitate the resolution of any controversy related to this Agreement ("Dispute"), you and Hawkeye agree to first attempt to resolve any Dispute (except those Disputes expressly provided below) informally for at least 30 days before initiating any arbitration or court proceeding. Informal resolution may be completed through a customer service mechanism. If this fails, additional informal discussions begin upon written notice from you or Hawkeye. Hawkeye will send its notice to the email address you have provided to us and may also provide a copy to a physical address if Hawkeye has one on file. User will send your notice to Hawkeye, conduct@partnerconduit.com, attn: Legal Department.

   5.2 Binding Arbitration. If User and Hawkeye are unable to resolve a Dispute through informal discussions, either User or Hawkeye may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by final binding arbitration. USER UNDERSTANDS THAT ABSENT THIS PROVISION, USER WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be performed under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). Your arbitration fees and your share of arbitrator compensation shall be governed by these AAA rules. The arbitration may be conducted in person, through the submission of documents, by phone or online as allowed by the AAA rules. Except as otherwise provided in this Agreement, User and Hawkeye may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

   5.3 No Class Action. User and Hawkeye agree that any arbitration shall be limited to the Dispute between Hawkeye and User individually. To the full extent permitted by law no arbitration or other dispute resolution proceeding shall be joined with any other or decided on a class-action basis.

   5.4 Exceptions to Informal Discussions and Arbitration. User and Hawkeye agree that the following Disputes are not subject to the above provisions concerning informal discussions and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or Hawkeye's intellectual property rights or Licensed Intellectual Property; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or criminal activity; and (3) any claim for injunctive relief.

   5.5 Venue. Any arbitration shall be initiated in New York, New York, United States of America. Any Dispute not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, shall be decided by a court of competent jurisdiction within New York, New York, United States of America, and User and Hawkeye agree to submit to the exclusive personal jurisdiction and venue of such courts. Construction and performance of this Agreement and the legal relations between the parties hereto shall be under the law of the State of New York without regard to its conflict of laws provisions. Each party hereby waives any claim that such venue is improper or inconvenient.

6. Miscellaneous.

   6.1 Survival. The provisions of this Agreement, other than Section 1.1 shall continue in full force and effect even after termination of this Agreement.

   6.2 Severability and Assignment. If any provision of this Agreement shall be held invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the validity and enforceability of all other provisions of this Agreement shall not be affected thereby. User shall have no right to assign this Agreement.

   6.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral negotiations, commitments and understandings of the parties. Changes made by User to this Agreement will not be effective unless set forth in a writing describing the change and agreed to and signed by both Hawkeye and User. Hawkeye reserves the right to change the terms of this Agreement at any time upon notice to User by e-mail or on its webpage. Such changes by Hawkeye shall be effective upon notice to User and User's continued used of the Network after notice of a change in terms by Hawkeye shall constitute User's acknowledgement of, and agreement to, be bound by such changes.

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