SYNC ONSET™ SUBSCRIPTION AGREEMENT

Welcome to wymsee!

These terms and conditions are a legal agreement (this “Agreement”) between you (together with the business entity, if any, that you represent, “You” or “Your”) and wymsee, Inc., with offices at 1 Cambridge Center (“wymsee” or “we”, “us” or “our”), establishing terms and conditions under which You will access and use the services and features available on our set tracking and management platform ( “Sync OnSet”), located at www.synconset.com and any related sub-domains or third party portals through which Sync OnSet is made available (“Website(s)”). Your use of Sync OnSet is also subject to the terms of our Privacy Policy, located at www.synconset.com/privacy.html. The date You first agree to or accept this Agreement is referred to herein as the “Effective Date.”

BEFORE YOU CLICK ON THE “REGISTER” BUTTON, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE “REGISTER” BUTTON OR USING SYNC ONSET, YOU AND THE BUSINESS ENTITY THAT YOU REPRESENT ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE BUSINESS ENTITY YOU REPRESENT. YOU HEREBY COVENANT TO ENSURE THAT ALL USERS THAT GAIN ACCESS TO SYNC ONSET THROUGH YOUR REGISTRATION INFORMATION ARE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN DO NOT CLICK “REGISTER” AND YOU WILL NOT BE PERMITTED TO ACCESS AND/OR USE SYNC ONSET. YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO AND USE OF SYNC ONSET IS ALSO SUBJECT TO THE TERMS AND CONDITIONS OF USE OF THE WEBSITE(S) THROUGH WHICH YOU ACCESS SYNC ONSET, AS SUCH TERMS AND CONDITIONS OF USE MAY CHANGE FROM TIME TO TIME, WITH OR WITHOUT NOTICE TO YOU. YOU AGREE TO COMPLY IN ALL RESPECTS WITH ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT AND ANY TERMS AND CONDITIONS SET FORTH ON THE WEBSITES.

1. Registration; General Right to Use Sync OnSet . Sync OnSet is described in more detail on our Website. When You register for Sync OnSet, we will require certain information from You and we will provide You with certain information regarding the scope of Your subscription and the applicable fees (collectively, the “Registration Information”). Your right to access and use Sync OnSet is limited in scope, revocable, personal, non-transferable and non-exclusive. Provided that you comply at all times with the terms of this Agreement, any applicable separate written agreement between you and wymsee, and, subject to the limitations set forth herein, wymsee will provide you with access to Sync OnSet. You are responsible for obtaining any equipment and Internet service necessary to access and use Sync OnSet.

2. Use and Access Terms .

(a) Access and Use Rights. Subject to Your payment of the applicable fees defined herein, wymsee hereby grants to You, on the terms and conditions set forth herein, a non-transferable, non-sublicensable, non-exclusive, limited right to access and use the modules of Sync OnSet (set forth in the Registration Information) for Your internal business purposes, through login credentials to be provided by wymsee, for a specified number of productions for which you are providing management services related to apparel and/or other items involved in a production (“Projects”), as set forth in the Registration Information. Your access may be for only a specific Project, for specified numbers of your employees (if any other than You) who will also require access and login credentials (“Users”) and/or for certain levels of authorization, as set forth in connection with Your Registration Information. You are responsible for all users who access and use Sync OnSet using login credentials provided to You or Your Users. You may utilize Sync OnSet solely for Your internal use for the purpose of providing Your own management services to Your clients. You shall not provide any output of Sync OnSet in a form that is modified from such output or which removes any of the proprietary marks on such output, unless agreed by wymsee on a case-by-case basis. You acknowledge that any and all users of Sync OnSet will be required to accept the terms of this Agreement before they are permitted to first access Sync OnSet.

(b) Subscription Periods. You may subscribe to Sync OnSet for varying periods of time, as set forth in the Registration Information (each initial subscription period, the “Initial Subscription Period”), for each Project. After that Initial Subscription Period for the applicable Project(s), You and wymsee may agree on a successive subscription period for that Project (each a “Renewal Subscription Period,” together with the Initial Subscription Period, the “Subscription Period”). After the Subscription Period for a Project, You will not be able to access or view any of Your data for that Project.

(c) Fees; Payment Terms. Your rights under this Agreement are subject to fees payable by You as set forth in the Registration Information, some of which may be on a Project-by-Project basis. Pricing can be changed by wymsee at any time, but such pricing changes shall not apply to any Projects during the then-current Initial Subscription Period or Renewal Subscription Period for such Project. If there is any dispute regarding whether and which fees are agreed, or if You decline to pay fees invoiced by wymsee in its reasonable discretion, then wymsee may terminate this Agreement (and all applicable login credentials and Subscription Periods) with respect to You and Your Projects, effective thirty (30) days after delivery of notice of termination to You, unless such payments are made to wymsee prior to the end of that thirty (30) day period. You shall pay each amount due under this Agreement in full within thirty (30) days of receipt of the applicable invoice. You shall pay interest of 1.5% per month on the amount shown on any invoice that is paid later than the due date.

(d) Training. wymsee may make available user training to You or Your Users via online or in-person training sessions, but is not obligated to do so. Fees may apply to any such training, as may be agreed by the parties. During the Subscription Period, wymsee will also use good faith efforts to make available help desk support to you (or your applicable users) if you or such users have administrative login credentials from us.

(e) Confidentiality. You agree that Sync OnSet and the output thereof, and all pricing and subscription plans provided by wymsee are the confidential information of wymsee; You agree not to disclose any of such confidential information to any third party except to the extent expressly permitted by this Agreement and to use such confidential information solely for the purposes of this Agreement. wymsee may require You to agree to a non-disclosure agreement prior to sharing certain information with you.

(f) Indemnification. You shall indemnify and hold wymsee, its directors, officers, employees, suppliers, agents, successors, and assigns harmless from and against all third party liabilities, losses, costs, expenses, (including reasonable attorney’s fees) and damages awarded to a third party to the extent caused by (i) the use of Sync OnSet by You, or any of Your Users, whether or not You have knowledge of or have authorized any such access or use; (ii) any information or results obtained through use of Sync OnSet or access to Sync OnSet or (iii) Your gross negligence or willful misconduct. wymsee shall indemnify and hold you and your directors, officers, employees, suppliers, agents, successors, and assigns harmless from and against all third party liabilities, losses, costs, expenses, (including reasonable attorney’s fees) and damages awarded to such third party to the extent caused by a claim alleging that Sync OnSet directly infringes a copyright, a U.S. patent issued as of the Effective Date or a trademark of such third party. A party’s obligations to indemnify the other party with respect to any third party claim, action or proceeding shall be conditioned upon the indemnified party: (i) providing the indemnifying party with prompt written notice of such claim, action or proceeding under this clause (g), (ii) permitting the indemnifying party to assume and solely control the defense of such claim, action or proceeding and all related settlement negotiations, with counsel chosen by the indemnifying party, and (iii) cooperating at the indemnifying party’s request and expense with the defense or settlement of such claim, action or proceeding which cooperation shall include providing reasonable assistance and information. No indemnified party shall enter into any settlement agreement for which it will seek indemnification under this Agreement from the indemnifying party without the prior written consent of the indemnifying party. Nothing herein shall restrict the right of a party to participate in a claim, action or proceeding through its own counsel and at its own expense.

(g) Term. This Agreement shall be in effect from the Effective Date until the one year anniversary of the Effective Date, upon which the Agreement shall automatically renew for successive one (1) year periods unless terminated by either party by delivery of written notice of non-renewal at least thirty (30) days prior to the end of the then-current one (1) year term. Each Subscription Period then in effect shall continue for the remainder of its term. Either party may terminate this Agreement and all Subscription Periods at any time upon thirty (30) days’ written notice in the event of a breach by the other party that is not cured in such thirty (30) day period. As between You and wymsee, Sections 2(c), 2(e), 2(f), 2(g) and 3 through 7 of this Agreement shall survive the expiration or termination of this Agreement according to their terms.

3. Intellectual Property Rights; Restrictions .

(a) Restrictions. You shall not, and shall not permit any person or entity to: (i) resell or use Sync OnSet on a service bureau, time sharing or any similar basis, or for the benefit of any other person or entity; (ii) alter, enhance, or make derivative works of Sync OnSet; (iii) reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from, Sync OnSet or any software component of Sync OnSet; (iv) use, or allow the use of, Sync OnSet for any unfair or deceptive practices or in contravention of any federal, state, local, foreign, or other applicable law, or rules and regulations of regulatory or administrative organizations; and (v) act in a fraudulent, tortious, malicious, or negligent manner when using Sync OnSet.

(b) Ownership. You acknowledge that the structure, organization, and code used in conjunction with Sync OnSet are proprietary to wymsee and that wymsee and/or its suppliers retain exclusive ownership of Sync OnSet, documentation, and any other intellectual property rights relating to Sync OnSet, including all modifications, enhancements, derivatives, and other software and materials relating to Sync OnSet, and all copies thereof. You shall not sell, transfer, publish, disclose, display or otherwise make available Sync OnSet including any modifications, enhancements, derivatives, and other software and materials provided hereunder by wymsee or copies thereof to others in violation of this Agreement.

(c) No Other Rights. Except as expressly set forth in this Agreement or other written agreement between You and wymsee, no license or other right in or to Sync OnSet, Services or Content are granted to You, by implication, estoppel, or otherwise, and all such licenses and rights are hereby reserved.

(d) Suggestions. If You provide any feedback, improvements or other suggestions (collectively, “Suggestions”) to wymsee for improvements to Sync OnSet or related services, You hereby grant to wymsee a non-exclusive, royalty-free, perpetual, irrevocable license under such Suggestions and all intellectual property rights therein to exploit and distribute the Suggestions in connection with Sync OnSet, except as may be otherwise agreed in writing.

4. Use of Information .

(a) Submitted Data. In the course of Your use of Sync OnSet for each Project, it is contemplated that You will submit content regarding the Project, including without limitation data regarding apparel and other product selection for each scene, the supplier and other details regarding the apparel or other products and images of such items (“Submitted Data”). You represent and warrant that You have the right to provide that Submitted Data to wymsee for the purposes set forth in this Agreement. You shall only enter data into Sync OnSet that You believe in good faith is correct, and shall not delete or remove any Submitted Data unless such data is incorrect. You hereby grant to wymsee a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, transferable, sublicensable license to copy, use, analyze, modify, disclose and distribute the Submitted Data for any purpose, including, without limitation, in connection with Sync OnSet and other wymsee products and services, subject in all respects to clause (b) below and the commitments of wymsee set forth in our Privacy Policy. (www.synconset.com/privacy.html)

(b) Restricted Data. Some of the Submitted Data may include (i) contact or other personal information regarding you or third parties with whom you interact in the course of your Projects (e.g. talent, agents, etc.), (ii) scripts and (iii) photos or videos of individuals, scenes, apparel or items (collectively, “Restricted Data”). We may use the Restricted Data to provide you with Sync Onset for your Projects and to analyze and index production information to improve the quality of those services to you. We may not otherwise use the Restricted Data for any purpose except as You may approve from time to time. We will keep confidential all of the Restricted Data. In the event of a conflict between our general Privacy Policy and this Section 4(b), this Section 4(b) shall control.

5. Limited Warranty .

(a) By wymsee: wymsee warrants that, during the term of this Agreement, Sync OnSet will perform substantially in accordance with the documentation provided by wymsee to You.

(b) Mutual Warranties. Each of You and wymsee represents and warrants that it has the legal power to enter into this Agreement and provide the services and information contemplated herein.

(c) Disclaimers. You acknowledge that Sync OnSet is one tool to be utilized by managers in connection with a production and that any reports, data or information generated, obtained or acquired through the use of Sync OnSet is at Your sole risk and discretion. wymsee and its licensor’s are not liable or responsible for any results generated through the use of Sync OnSet. wymsee does not warrant or represent that Sync OnSet will be error-free or uninterrupted or secured. EXCEPT AS SET FORTH IN THIS SECTION 5, WE PROVIDE NO OTHER WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON–INFRINGEMENT.

6. Limitation of Liability.

(a) Limitation. wymsee’s aggregate liability for all claims arising from this Agreement shall not exceed the total fees paid by You to wymsee for Sync OnSet during the then-preceding twelve (12) months.

(b) Disclaimer. IN NO EVENT SHALL WYMSEE, ITS LICENSORS, VENDORS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF OR RELATING TO THIS AGREEMENT, SYNC ONSET OR SERVICES, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

7. Miscellaneous. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts without regard to its principles of conflicts of law where such principles would permit the application of the law of any other jurisdiction. You may not assign or transfer this Agreement in whole or in part to any third party. This Agreement shall bind and inure to the benefit of the parties to this Agreement and their respective successors, permitted transferees, and permitted assigns. wymsee and You are independent contractors and are not partners, joint venturers, agents, employees or representatives of the other party. This Agreement, together with any written agreement between You and wymsee, and the terms and conditions set for wymsee’s Website, contains the entire understanding of the parties with respect to the transactions and matters contemplated hereby, supersedes all previous communications, understandings and agreements (whether oral or written), and cannot be amended except by a writing signed by both parties. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. If any part of this Agreement is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.