CUSTOMER TERMS OF USE

These Customer Terms of Use are entered into by and between Aelia Software Development, Inc., or its Affiliates and subsidiaries ("Aelia"), and ("Customer") and are effective and binding on the Customer as of the date the Customer executes a New Customer Onboarding Form with Aelia (the "Effective Date") ("Agreement"). Capitalized terms have the meanings in Section 10 (Definitions) or elsewhere in this Agreement. To the extent of any conflict between a term or condition of this Agreement and a term or condition of any other agreement related to Customer's use of the Aelia POS Platform (as defined below) or Software (as defined below) this Agreement shall govern. Aelia offers through certain authorized resellers the Aelia POS Platform integrated point of sale solutions consisting of a subscription Service, Software, API/XML and Hardware and certain related Professional Services, and Customer desires to utilize the Aelia POS Platform and acquire certain Aelia products and services from an authorized reseller. In that regard, Customer agrees to act in accordance with the terms and conditions set forth in this Agreement.In consideration of the mutual promises and agreements contained herein, the sufficiency of which are hereby acknowledged, the parties agree as follows:Provision of the Service and Products. Customer Orders. Customer orders for the Aelia POS Platform, Service, Software, API/XML and Hardware (excluding Third Party Hardware), as applicable, will be made pursuant to Customer's agreement with its reseller or as otherwise agreed in writing between Customer and Aelia. License Grant. Subject to the terms and conditions of this Agreement, Aelia hereby grants Customer a limited, non-exclusive, non-transferable (except in connection with an assignment of this Agreement pursuant to Section 9.7 (Assignment)), non-sublicensable right to access and use the Service and Software (in object code form only), in each case that have been validly ordered by Customer, solely for the Business Purposes of Customer at Locations and during the Term. The Service and Software shall be made available to Customer in accordance with the Documentation. The API/XML will be licensed to Customer if specified in the applicable Customer agreement. Customer's access to and use of the API/XML are further subject to the Additional API/XML Terms. License Restrictions. Customer shall not (a) modify, copy or create any derivative works based on the Service, Software or API/XML; (b) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Service, Software or API/XML available to any third party, other than to Authorized Parties as expressly permitted herein; (c) reverse engineer or decompile any portion of the Service, Software or API/XML, including but not limited to, any software utilized by Aelia in the provision of the Service; (d) access the Service, Software or API/XML in order to build any commercially available product or service; or (e) copy any features, functions, integrations, interfaces or graphics of the Service, Software or API/XML; or create internet links to the Service or frame or mirror the Service on any other server or wireless or internet-based device. To the extent that Aelia, at its sole discretion, develops and makes Improvements (as defined herein) available during the Term, Aelia shall also provide access to any such Improvements, whereupon such Improvements will be incorporated in the license to the Service and/or Software and/or API/XML granted herein (as applicable). If an Improvement to the Software is made available to Customer, Customer shall update its Software in order for such Software to operate and perform in a manner consistent with the Documentation. Customer's failure to update Software accordingly may prevent or interfere with Customer's use of the Service, Software, API/XML, and/or Hardware. For the avoidance of doubt, this Agreement does not entitle Customer to New Products. Service and Product Changes. Aelia reserves the right to discontinue, modify and/or replace any Service, Software, API/XML or Hardware, subject to thirty (30) days' prior written notice (electronic notice acceptable). Customer's Use of the Service and Products. Customer Obligations. Customer may enable access to the Service, Software, API/XML and Hardware for use only by Authorized Parties solely for the Business Purposes of Customer at Locations in accordance with the Documentation; provided, however, Customer may enable access to the consumer-facing functionality and features of the Service, Software and Hardware for use by Consumers. Customer is responsible for all Authorized Party and Consumer use of the Service, Software, API/XML and Hardware and compliance with this Agreement, as well as restricting access by any individual who is no longer an Authorized Party. Customer shall: (a) have sole responsibility for the accuracy, quality, and legality of all Customer Data; (b) grant User IDs to individual named Authorized Parties; (c) require that all General Provisions.Relationship of the Parties. The parties are independent contractors. This Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. The relationship of the parties described in this Agreement is non-exclusive. There are no third-party beneficiaries to this Agreement.

Non-solicitation. During the Term of this Agreement and for a period of twelve months after termination or expiration of this Agreement or any Order Form or SOW, Customer shall not directly or indirectly solicit as an employee or independent contractor any employee working for Aelia. The parties acknowledge this provision does not apply to responding to unsolicited applications, or responding to unprompted responses to general advertisements, or independently (without direction or advice) presented by an independent recruiting firm.Subcontracting. Aelia may draw on the resources of (and subcontract to) its Affiliates and third party contractors and subcontractors, within or outside of the Canada (each, a "Aelia Vendor") for internal, administrative and compliance purposes or in connection with the hosting or provision of the Service and other products and services to be provided by Aelia pursuant to this Agreement. Customer agrees that Aelia may provide information, data and materials that Aelia receives in connection with this Agreement (including Customer Data) to the Aelia Vendors for such purposes. Publicity. Customer agrees that Aelia may use Customer's name and logo in lists of customers, on promotional and marketing materials and on its website. Aelia agrees that, subject to Aelia's written consent in each instance, Customer may use Aelia's name and logo to identify Aelia as Customer's point of sale solution provider on promotional and marketing materials and on its website.Notices. All notices under this Agreement will be in writing and will be deemed to have been given upon: (a) personal delivery; (b) the third business day after first class mailing; or (c) the second business day after sending by facsimile with telephonic confirmation of receipt. Notices to Aelia will be addressed to the attention of the Office of the General Counsel to the address in the introductory paragraph of this Agreement. Notices to Customer will be addressed to the Customer's reseller for delivery to Customer. Each party may modify its recipient and address of notices by providing notice pursuant to this Agreement. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right or any other right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at Law or in equity. Force Majeure. Neither party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that party's reasonable control, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems, computer attacks or malicious acts, such as attacks on or through the internet, any internet service provider, telecommunications or hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused. For the avoidance of doubt, COVID-19 related matters may not be declared as a Force Majeure event under this Agreement. Assignment. Aelia may assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of Law or otherwise, this Agreement and any of its rights or obligations of this Agreement, but Customer shall not and shall not have the right to assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of Law or otherwise, this Agreement or any of its rights or obligations under this Agreement without the prior written consent of Aelia. Any attempt by Customer to assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of Law or otherwise, this Agreement or any of its rights or obligations under this Agreement without the prior written consent of Aelia will be void and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns. Governing Law; Waiver of Jury Trial. This Agreement will be governed exclusively by the internal laws of Ontario, Canada, without regard to its conflicts of laws rules. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement and irrevocably consents to the personal jurisdiction and venue of any state or federal court located in Ontario, Canada. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.