STC DROP SHIPPING PLUGIN FOR WOOCOMMERCE SOFTWARE LICENSE AGREEMENT

In consideration of the mutual covenants herein contained, the receipt of which is hereby acknowledged, Mindflow Software Solutions ("Vendor") grants to LICENSEE ("Customer") a nonexclusive license to use the software described below on the following terms and conditions:

IMPORTANT - READ CAREFULLY:

This STC Drop Shipping Plugin for WooCommerce End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Mindflow Software Solutions for the STC Drop Shipping Plugin software product identified above, which includes computer software and may include associated media, printed materials, and "online" or electronic documentation ("SOFTWARE PRODUCT"). The SOFTWARE PRODUCT also includes any updates and supplements to the original SOFTWARE PRODUCT provided to you by Mindflow Software Solutions. Any software provided along with the SOFTWARE PRODUCT that is associated with a separate end-user license agreement is licensed to you under the terms of that license agreement. By installing, copying, downloading, accessing, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install or use the SOFTWARE PRODUCT.

AGREEMENT

1. Definitions.

The following terms, when used in this Agreement, shall have the following meanings:

1.1 "Server" shall mean the CPU, whether in a PC, server, or other device, configured to run the Licensed Software and process transactions.

1.2 "Licensed Software" shall mean the object code version of the computer programs to be provided by Vendor to Customer, being the STC Drop Shipping Plugin for WooCommerce software, including all updates, releases, bug fixes, and enhancements thereto provided by Vendor to Customer under this Agreement.

1.3 "Documentation" shall mean Vendor's then current documentation for the Licensed Software.

2. Software License.

2.1 License Grant. Subject to the terms and conditions of this Agreement, Vendor grants to Customer a non-exclusive, non-transferable (except as provided herein), license to use the Licensed Software solely for Customer's internal business purposes, subject to the number of licensed installations. Customer may make a reasonable number of copies of the Licensed Software in machine-readable form for disaster recovery, back-up and archival purposes only. Customer shall reproduce and include the copyright, trade secret, or other restrictive and proprietary notices and markings from the original on all copies. All copies will be subject to the terms of this Agreement.

2.2 License Software Use Restrictions. Customer's use of the Licensed Software shall be subject to the following restrictions:

A. The Licensed Software shall be used solely for Customer's internal business purposes and only by authorized users;

B. Customer shall not cause the Licensed Software in any way to be disassembled, decompiled or reverse engineered, except to the extent permitted by applicable law, nor shall any attempt to do so be undertaken or permitted;

C. Customer shall not make the Licensed Software available for access or use by any person or entity other than Customer's employees, including, but not limited to, acting as a service bureau;

D. Customer shall not upload, post, publish or create derivative works of the Licensed software; and

E. Copy, translate, port, modify, or make derivative works of the Licensed Software.

2.5 Ownership. This Agreement does not grant to Customer any ownership interest in the Licensed Software. Rather, Customer has a license to use the Licensed Software as provided in this Agreement. Customer hereby agrees and acknowledges that Vendor owns all right, title, and interest in the Licensed Software and Customer will not contest those rights or engage in any conduct contrary to those rights. Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of or created from the Software made by or at the direction of Customer shall be owned solely and exclusively by Vendor, as shall all patent rights, copyrights, trade secret rights, trademark rights, and all other proprietary rights, worldwide (all of the foregoing rights taken together being referred to collectively herein as "Intellectual Property Rights") therein and thereto. Notwithstanding the foregoing or any other provision of this Agreement, nothing contained herein shall be construed as granting Vendor any right, title, or interest in or to any of Customer's intellectual property or Confidential Information.

2.6 Copyright. The Licensed Software contains material that is protected by copyright law and trade secret law, and by international treaty provisions. All rights not granted to Vendor by this Agreement are expressly reserved by Vendor. Customer shall not remove any proprietary notice of Vendor from any copy of the Licensed Software.

3. Confidentiality. In the performance of this Agreement, each party may have access to confidential, proprietary or trade secret information owned or provided by the other party relating to software computer programs, object code, source code, marketing plans, business plans, customers, financial information, specifications, business processes, flow charts and other data ("Confidential Information"). All Confidential Information supplied by one party to another pursuant to this Agreement shall remain the exclusive property of the disclosing party. The receiving party shall use such Confidential Information only for the purposes of this Agreement and shall not copy, disclose, convey or transfer any of the Confidential Information or any part thereof to any third party, excluding the party's authorized employees and agents. Each party will implement adequate procedures with its employees or other persons permitted or who have access to the Confidential Information to satisfy their obligations under this Agreement. Neither party shall have any obligation with respect to Confidential Information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving party; (ii) was previously known to the a receiving party or rightly received by a receiving party from a third party; or (iii) is independently developed by or a the receiving party.

4. Limited Warranty.

4.1 Licensed Software. Vendor warrants that the Licensed Software shall perform substantially in accordance with the requirements of this Agreement and, solely to the extent not inconsistent, the documentation for the greater of (i) a period of one (1) year from the date of purchase or (ii) the period during which Customer purchases support from Vendor (the "Warranty Period"). Customer shall provide written notice of any warranty failure to Vendor not less than five (5) days prior to the end of the Warranty Period. Such notice shall specify with particularity the nature of any such failure. Vendor shall not be responsible for any errors or nonconformities in the Licensed Software resulting from Customer's failure to use the Licensed Software in conformance with this Agreement or modification of the Licensed Software by Customer.

4.2 Services. Vendor warrants that all services provided by Vendor to Customer under this Agreement shall be performed in a workmanlike manner.

4.3 Viruses and Disabling Mechanisms. Vendor shall use commercially reasonable measures to screen the Licensed Software to avoid introducing any virus or other destructive programming that are designed (i) to permit unauthorized access or use by third parties to the software installed on Customer's systems, or (ii) to disable or damage Customer's systems.

4.4 Infringement. To the best of Vendor's knowledge, Customer's permitted use of the Licensed Software will not infringe the intellectual property rights of any third party.

4.5 No Litigation. Vendor further warrants there is no pending or threatened litigation that would have a material adverse impact on its performance under this Agreement.

4.6 Authority. Vendor has the full power, capacity and authority to enter into and perform this Agreement and to make the grant of rights contained herein.

4.7 Compliance with Applicable Law. Vendor warrants that the services provided under this Agreement and Customer's permitted use of the Licensed Software shall comply with applicable federal, state, and local laws and regulations.

5. Disclaimer of Warranties. EXCEPT AS PROVIDED IN SECTION 7, VENDOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. VENDOR DOES NOT WARRANT THAT THE PRODUCTS WILL MEET CUSTOMER'S REQUIREMENTS, THAT THE LICENSED SOFTWARE IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM, OR THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSED SOFTWARE WILL BE CORRECTED. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE LICENSED SOFTWARE IS ASSUMED BY CUSTOMER. FURTHERMORE, EXCEPT AS PROVIDED IN SECTION 7, VENDOR DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF THE LICENSED SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, QUALITY, RELIABILITY, APPROPRIATENESS FOR A PARTICULAR TASK OR APPLICATION, CURRENTNESS, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VENDOR OR VENDOR'S AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF WARRANTIES PROVIDED IN THIS AGREEMENT. VENDOR IS NOT OBLIGATED TO PROVIDE ANY UPDATES TO THE SOFTWARE PRODUCT.

6. Limitation of Liability. IN NO EVENT SHALL VENDOR BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF OR CONNECTED IN ANY WAY WITH USE OF OR INABILITY TO USE THE LICENSED SOFTWARE, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VENDOR'S TOTAL LIABILITY TO CUSTOMER FOR ALL

DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE PURCHASE PRICE. THE LIMITATIONS PROVIDED IN THIS SECTION SHALL APPLY EVEN IF ANY OTHER REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

7. Indemnification. Customer shall defend, indemnify, and hold Vendor and its directors, officers, agents, employees, members, subsidiaries, and affiliates from and against any claim, action, proceeding, liability, loss, damage, cost, or expense (including, without limitation, attorneys' fees), arising out of or in connection with Customer's use of the Licensed Software.

8. Equitable Relief. Customer acknowledges and agrees that Vendor will be irreparably injured if the provisions of Sections 3 (Software License) and 7 (Confidentiality) are not capable of being specifically enforced, and agree that Vendor shall be entitled to equitable remedies for any breach of Sections 3 and 7, in addition to, and cumulative with, any legal rights or remedies, including the right to damages.

9. Independent Contractor. Vendor acknowledges that it is at all times acting as an independent contractor under this Agreement and except as specifically provided herein, not as an agent, employee, joint venturer, or partner of Customer.

10. Force Majeure. Vendor shall not be responsible for failures of its obligations under this Agreement to the extent that such failure is due to causes beyond Vendor's control including, but not limited to, acts of God, war, acts of any government or agency thereof, fire, explosions, epidemics, and quarantine restrictions.

11. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all other prior and contemporary agreements, understandings, and commitments between the parties regarding the subject matter of this Agreement. This Agreement may not be modified or amended except by a written instrument executed by the parties. In particular, any provisions, terms, or conditions contained in Customer's Purchase Orders or other similar forms that are in any way inconsistent with or in addition to the terms and conditions of this Agreement shall not be binding upon Vendor.

12. Severability. If any provision of this Agreement is found to be invalid or unenforceable by any court, such provision shall be ineffective only to the extent that it is in contravention of applicable laws without invalidating the remaining provisions of the Agreement.

13. Assignment. Neither this Agreement nor any interest in this Agreement may be assigned by Customer without the prior express written approval of Vendor. Vendor may assign, pledge, mortgage, sell to a third party, or otherwise dispose of all or any portion of this Agreement, provided that such action shall not relieve Vendor of its obligations to Customer under this Agreement or reduce Customer's rights hereunder.

14. Waiver. All waivers under this Agreement shall be in writing to be effective. No failure or delay by a party to exercise any right it may have by reason of the default of the other party shall operate as a waiver of default or as a modification of this Agreement or shall prevent the exercise of any right of the non-defaulting party under this Agreement.

15. Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

Reservation of Rights. All rights not expressly granted are reserved by Mindflow Software Solutions.