END-USER ZYNCHRO USER AGREEMENT

This Software Use Agreement is made and effective on the date of purchase or the date of first use and activation between ZYNCHRO SYSTEM, LLC, a Company organized and existing under the laws of Texas, with its head office located at 5936 Mossbrook Tr, Dallas, Texas 75252 and the USER.

ZYNCHRO is a trademark existing and registered. ZYNCHRO SYSTEM, LLC, is the owner of all rights of the computer software and related Application that can be used by the USER under the common understanding of Software as a Service, under the conditions set forth in this Agreement. United States of America copyright laws and international treaties protect the Software and Application developed; therefore, it must be treated like any other copyrighted material.

By entering this Agreement, the USER accepts that ZYNCHRO SYSTEM, LLC hereby grants a non-exclusive authorization to use the Software and the resulting Application, subject to the terms and conditions hereinafter set forth, and grants the USER a non-exclusive permission to use the Application on one single player or device. This use is not transferable to any other party or contract.

For the Software and Application use, the USER shall pay an annual fee previously accorded and paid entirely in advance, plus the applicable taxes. Annual fees are not refundable.

Price may change and is set by ZYNCHRO SYSTEM, LLC, with no previous notice.

The User must activate the Application before its use. Therefore, it is the USER's responsibility to activate the Application and must pay the annual fee before or on the date of purchase.

ZYNCHRO SYSTEM, LLC may change, modify or upgrade the Software and resulting Application at any time. The video processing for wall deployment is "First In, First Serve," being all video processing of all the Licensees on a queue.

The USER hereby warranties that any material uploaded or used in relation or with the Software and Application are Licensed Materials, and it is used under the sole and only responsibility of the USER, therefore, will not infringe any existing copyright, trade secret, patent, or trademark rights of any third party.

ZYNCHRO SYSTEM, LLC shall have the right to immediately terminate this Agreement if USER fails to perform any obligation acquired under the terms of this Agreement, especially if there is any infringement of any existing copyright, trade secret, patent, or trademark rights of any third party. USER agrees to indemnify and hold harmless ZYNCHRO SYSTEM, LLC and its subsidiaries or affiliates under its control, and their directors, officers, employees, and agents against any and all losses, liabilities, judgments, awards, and costs (including legal fees and expenses) arising out of or related to any claim that USER has used or is in possession of any data uploaded or used in connection to the Software and Application which infringes or violates the copyright, trade secret or another proprietary right of any third party. USER shall defend ZYNCHRO SYSTEM, LLC, and settle all suits or proceedings arising from the foregoing, all of which will be reimbursed by the USER.

ZYNCHRO will operate with the material, media, or photographs introduced, programmed, or uploaded by the USER, which includes a 75GB annual transfer under this Agreement. For any additional needs, the User shall pay a $9.00 fee for additional 10 GBs blocks annually.

Zynchro cloud storage per license is 16GB. The additional cost will be calculated based on requirements exceeding 16GB.

Account analytics information will be retained and available to download for a period of 180 days. The analytics information will be automatically deleted at the end of this period.

For Disaster Recovery, ZYNCHRO performs daily server backups with a life cycle of 7 days. It's essential to establish that it is a Disaster "Server" Recover Backup.

Each party agrees that it shall not disclose to any third party any information concerning the customers, trade secrets, methods, processes, or procedures or any other confidential, financial, or business information of the other party, which it learns during the course of its performance of this Agreement, without the prior written consent of such other party. This obligation shall survive the cancellation or other termination of this Agreement.

Unless otherwise expressly stated herein, ZYNCHRO SYSTEM, LLC shall not be liable if the USER decides to end the use of the Software and resulting Application before the due date of the annual payment or for any consequential damages arising out of the breach of this Agreement.

This Agreement shall be governed by and construed under the laws of the State of Texas. The parties consent and agree that all legal proceedings relating to the subject matter of this Agreement shall be maintained in courts sitting within the city of Dallas in the State of Texas.

The failure by any party to exercise any right provided for herein shall not be deemed a waiver of any right hereunder.

ZYNCHRO will only offer Tier 3 support: Tier 3 is usually the organization's highest level of technical skill and often includes product engineers or developers. Tier 3 personnel are involved when the only way to resolve a customer issue is a design change, enhancement, or bug fix that requires a software update to the product, where bugs are considered part of the warranty; changes, updates, and enhancements are considered as customizations or independent projects with additional development cost and additional development time-frame.

The only accepted functionalities in the license fee and warranty are the ones described in the following link: https://zynchro.helpdocs.com/