1. License Grant.

Subject to your strict compliance with these Terms of Use, Sequifi hereby grants you a non-exclusive, non-transferable, non-sublicensable, right to access and use the Services solely in accordance with the Documentation and for Customer's internal business purposes. The foregoing right will terminate immediately on the earlier to occur of (a) the expiration or earlier termination of the SaaS Agreement between Sequifi and Customer; or (b) your ceasing to be authorized by Customer to access or use the Services for any or no reason.

2. Use Restrictions.

You shall not, directly or indirectly:

Access or use the Services or Documentation except as set forth in Section 1

Copy the Services or Documentation, in whole or in part

Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services or any part thereof

Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof

Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the Services or Documentation, including any copy thereof

Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Services or any features or functionality of the Services, for any reason, to any other person or entity, including any subcontractor, independent contractor, affiliate, or service provider of Customer, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service

Use the Services or Documentation in violation of any law, regulation, or rule; or

Use the Services or Documentation for purposes of competitive analysis of the Services, the development of a competing software product or service, or any other purpose that is to Sequifi's commercial disadvantage.

3. Collection and Use of Information.

Sequifi may, directly or indirectly through the services of others, collect and store information regarding use of the Services and about equipment through which the Services are accessed and used, by means of providing maintenance and support services.

You agree that Sequifi may use such information for any purpose related to any use of the Services by you, including but not limited to: (i) improving the performance of the Services or developing updates; (ii) and verifying compliance with the terms of this Agreement and enforcing Sequifi's rights, including all intellectual property rights in and to the Services.

4. Intellectual Property Rights.

You acknowledge that the Services are provided under a temporary grant of access, and not sold, to you. You do not acquire any ownership interest in the Services under this Agreement, or any other rights to the Services other than to access and use the Services in accordance with the limited rights granted under this Agreement, subject to all terms, conditions, and restrictions. Sequifi reserves and shall retain its entire right, title, and interest in and to the Services and all intellectual property rights arising out of or relating to the Services, subject to the license expressly granted to the Customer in this Agreement. You shall safeguard the Services from infringement, misappropriation, theft, misuse, or unauthorized access or use.

5. Payroll Additional Terms.

This Section 5 applies only if you and/or Customer are using Sequifi's SequiPay service (the “Payroll Service”). The Payroll Service is provided by our third- party partner Everee, Inc. (“Everee”). In order to use the Payroll Services, you may provide data and other information, including personal information, to Everee, or we or Customer may do so on your behalf. Everee's use of such data and information is subject to the Everee Privacy Policy, which is available at www.everee.com/privacy-policy-2.

Sequifi does not monitor or control Everee's use of data or information, and Sequifi is not a party to the Everee Privacy Policy, which constitutes an agreement between you and Everee. The Everee Privacy Policy applies only to data and information provided to Everee, and does not supersede or replace these Terms of Use or any other policies or terms implemented by Sequifi, including the Sequifi Privacy Policy. If you have any questions about the Everee Privacy Policy, you may contact Everee at support@everee.com.

6. Disclaimer of Liability.

IN NO EVENT WILL SEQUIFI OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SERVICES. YOU ARE PROVIDED ACCESS TO THE SERVICES PURSUANT TO THE SAAS AGREEMENT BETWEEN SEQUIFI AND CUSTOMER, SOLELY FOR THE BENEFIT OF CUSTOMER AND AT CUSTOMER'S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THE SAAS AGREEMENT INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY SEQUIFI OR ITS AFFILIATES, OR ANY OF ITS OR THEIR LICENSORS OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE SERVICES SHALL BE SOLELY TO CUSTOMER PURSUANT TO THE SAAS AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.

7. Export Regulation.

The Services may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Services to, or make the Services or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services available outside the US.

8. Governing Law.

These Terms of Use are governed by and construed in accordance with the internal laws of the State of Utah without giving effect to any choice or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Utah.