BLOOMBASE
TERMS AND CONDITIONS OF SALE

PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS OF SALE ("TERMS AND CONDITIONS") BECAUSE THEY APPLY TO ALL QUOTATIONS ISSUED AND PURCHASE ORDERS ACCEPTED BY BLOOMBASE, INC. ("BLOOMBASE") FOR THE SALE OF ITS PRODUCTS AND SERVICES ("PRODUCTS") UNLESS YOU AND BLOOMBASE HAVE EXECUTED A SEPARATE, WRITTEN AGREEMENT THAT SUPERSEDES THESE TERMS AND CONDITIONS.

By clicking on the "I accept" button below or by submitting a written purchase order to Bloombase, you have indicated that you understand and accept these Terms and Conditions. If you are accepting the terms of these Terms and Conditions on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and Conditions, and, in such event, "you" and "your" will refer to that company or other legal entity. If you do not accept all the terms of these Terms and Conditions, then Bloombase is unwilling to sell any Products to you.

1. SCOPE

To the extent the Products contain or consist of software in any form ("Software"), such Software is licensed to you, not sold, solely in accordance with the terms and conditions referenced in Section 9. Terms such as "sell" and "purchase," as used in these Terms and Conditions, apply only to the extent the Products consist of items other than Software. These Terms and Conditions will apply whether or not they are included with the Products sold hereunder.

2. ORDERING

If you desire to purchase Products from Bloombase, you must submit a written purchase order signed by an authorized representative through the Bloombase website, customer-specific portal, or by letter, fax, or email. Each purchase order must include ordering information such as the Product name or other Product identifier, quantity, requested delivery date, and manner of delivery. No purchase order will be binding on Bloombase unless and until Bloombase accepts your order by sending you a written order confirmation ("Order Confirmation"), which will confirm the quantity of Products purchased and the selling price, and will specify a delivery date ("Order Confirmation Delivery Date"). If you are purchasing technical support services or professional services, the Order Confirmation Delivery Date will be the date(s) on or during which Bloombase will provide such services to you. Bloombase will provide technical support services or professional services to you in accordance with Bloombase's then-current written terms and conditions for technical support services or professional services, as applicable, which are referenced in the Order Confirmation. Bloombase's acceptance of your order is expressly conditioned on your unconditional assent to these Terms and Conditions in lieu of any terms and conditions in your order or in any of your other communications. Bloombase hereby rejects any terms or conditions in your order or in any of your other communications that conflict with or that purport to add to or modify these Terms and Conditions. All such terms and conditions will be deemed stricken and will be void.

3. ORDER CANCELLATION AND RESCHEDULING

Cancellation of an order is permitted only if Bloombase receives your cancellation notice at least five (5) business days prior to the Order Confirmation Delivery Date. You may reschedule an order one time only, provided that Bloombase receives your written request to reschedule no less than five (5) business days prior to the Order Confirmation Delivery Date and your requested delivery date is less than ninety (90) days after the Order Confirmation Delivery Date. If you extend the Order Confirmation Delivery Date more than ninety (90) days, the change will be considered a new purchase order. You may not cancel or reschedule partial orders. If you receive delivery from Bloombase of the Software (or the license keys that enable you to download the Software) prior to the Order Confirmation Delivery Date, but send Bloombase a timely cancellation notice that effects a rightful cancellation or rescheduling of the applicable order(s): (i) the license rights granted by Bloombase to you under Section 9 will automatically terminate; (ii) you will immediately stop all use of the Software; and (iii) at Bloombase's sole option, delete or destroy or return to Bloombase all copies of the Software in your possession and control.

4. DELIVERY

Bloombase will deliver Software and related information electronically by download from the Bloombase website located at bloombase.com. You acknowledge that all scheduled delivery dates, including the Order Confirmation Delivery Date, are estimates only. Bloombase will make reasonable efforts to meet the scheduled delivery dates, but in no event will Bloombase be liable for any loss, damage, or penalty resulting from any delay in delivery. Bloombase will have the right to deliver the Products in installments and separately invoice you for such installments. Bloombase will have the right to delay or suspend delivery of the Products if you fail to make any payment as provided in these Terms and Conditions.

5. PRICE

The prices for the Products are as specified in the applicable Order Confirmation or, absent an Order Confirmation, on Bloombase's then-current published price list as set forth on the Bloombase website or customer-specific portal. Prices are stated in U.S. dollars and are exclusive of all applicable sales, use, excise, withholding, value-added, and other taxes, duties, and charges (collectively, "Taxes"). Unless you timely provide Bloombase with a tax-exemption certificate acceptable in the appropriate taxing jurisdiction, Bloombase will include all Taxes as separate items on Bloombase's invoice, which will be payable by you pursuant to Section 6 below. You will indemnify and hold Bloombase harmless from and against any liabilities, interest, penalties or fees assessed against Bloombase arising from any failure by you to pay any Taxes.

6. PAYMENT TERMS

Payment is due and payable on or before the due date as specified on invoice from Bloombase. All payments will be made in U.S. dollars or currency as specified on invoice from Bloombase, free of any currency controls or other restrictions. All amounts not paid when due will accrue interest at the lower of 1.0% per month or the highest rate permissible by applicable law. You may not set off against Bloombase's invoices any amounts that you claim are due to you. Bloombase hereby reserves, and you hereby grant to Bloombase, a purchase money security interest in the Products sold and the proceeds thereof until you have paid the total amount invoiced by Bloombase for the Products. You agree to execute any financing statements or other documents as Bloombase requests to protect Bloombase's security interest.

7. INDEMNITY

A. INFRINGEMENT INDEMNITY
Bloombase will defend or settle, at its expense, any action or suit brought against you to the extent based on a third-party claim that any Product provided by Bloombase to you pursuant to these Terms and Conditions infringes a United States patent or any copyright or misappropriates any trade secret, and Bloombase will pay any damages awarded in final judgment against you or agreed to in settlement by Bloombase that are attributable to any such claim, provided that you: (i) notify Bloombase promptly in writing of the claim; (ii) give Bloombase sole control of the defense and any related settlement of the claim; and (iii) give Bloombase, at Bloombase's expense, all reasonable information, assistance, and authority in connection with the defense and settlement of the claim. Bloombase will not be bound by any settlement or compromise that you enter into without Bloombase's express prior consent.

B. INJUNCTIONS
If a Product becomes, or in Bloombase's opinion is likely to become, the subject of a claim against you, as specified in subsection 7(A) above, then Bloombase may, at its sole option and expense: (i) procure for you the right to continue using the Product; (ii) replace or modify the Product to be non-infringing and substantially equivalent in function to the Product; or (iii) if options (i) and (ii) cannot be accomplished despite Bloombase's reasonable efforts, then Bloombase may accept return of the Product from you and refund the price of the Product as depreciated on a straight-line five (5) year basis, commencing on the date of delivery of such Product.

C. EXCLUSIONS
Bloombase will have no obligation under this Section 7 for any infringement or misappropriation claim of any kind to the extent that it results from: (i) the combination, operation, or use of a Product with or in equipment, products, or processes not provided by Bloombase; (ii) modifications to a Product not made by or for Bloombase; (iii) your failure to use an updated or modified Product provided by Bloombase, at no charge, to avoid a claim; (iv) Bloombase's compliance with your designs, plans, or specifications; or (v) your use of a Product other than in accordance with Bloombase's published specifications or user manual. The foregoing clauses (i) to (v) are referred to collectively as "Indemnity Exclusions."

D. SOLE REMEDY
THE FOREGOING PROVISIONS OF THIS SECTION 7 SET FORTH BLOOMBASE'S SOLE AND EXCLUSIVE LIABILITY AND OBLIGATIONS AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OR PROPRIETARY RIGHTS OF ANY KIND.

E. YOUR INDEMNITY OBLIGATION
You will defend or settle, indemnify, and hold Bloombase harmless from any liability, damages, and expenses (including court costs and reasonable attorneys' fees) arising out of or resulting from any third-party claim based on or otherwise attributable to an Indemnity Exclusion.

8. LIMITATIONS ON LIABILITY

IN NO EVENT WILL BLOOMBASE BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF REVENUE, USE, PROFITS, DATA, OR GOODWILL) OR COSTS OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THE PURCHASE, SALE, USE, OPERATION, OR PERFORMANCE OF THE PRODUCTS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, WHETHER OR NOT BLOOMBASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. YOU AND BLOOMBASE HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS AND CONDITIONS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL BLOOMBASE'S LIABILITY TO YOU ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, EXCEED THE ACTUAL AMOUNT PAID TO BLOOMBASE BY YOU FOR THE PRODUCT THAT GIVES RISE TO THE CLAIM.

9. SOFTWARE LICENSE

All Software is protected by U.S. copyright law and international treaties. You receive no license or right to use any Software unless and until you have accepted or executed the applicable separate Bloombase Software License Agreement ("License Agreement") identified on the Order Confirmation. You agree to use the Software only in accordance with the terms of the License Agreement. In the event of any inconsistency or conflict between the provisions of these Terms and Conditions and the provisions contained in the License Agreement, the provisions of the License Agreement will control, but only with respect to issues relating solely to the Software.

10. GENERAL PROVISIONS

A. GOVERNING LAW AND JURISDICTION
These Terms and Conditions will be governed and construed in accordance with the laws of the State of California, excluding its conflict of laws principles. The parties disclaim application of the United Nations Convention on Contracts for the International Sale of Goods. Any legal action or proceeding arising under these Terms and Conditions will be brought exclusively in the federal or state courts located in the Northern District of California and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.

B. ASSIGNMENT
You may not assign or transfer these Terms and Conditions, or any order accepted by Bloombase hereunder, in whole or in part, by operation of law or otherwise, without Bloombase's express prior written consent. Any attempt to do so, without Bloombase's consent, will be void.. Bloombase may freely assign or transfer these Terms and Conditions and any orders accepted by Bloombase hereunder.

C. FORCE MAJEURE
Bloombase will not be responsible for any failure or delay in its performance under these Terms and Conditions due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials, or supplies, war, terrorism, riot, or acts of God.

D. WAIVER AND SEVERABILITY
The failure by Bloombase to enforce any provision of these Terms and Conditions will not constitute a waiver of future enforcement of that or any other provision. If for any reason a court of competent jurisdiction finds any provision of these Terms and Conditions invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms and Conditions will remain in full force and effect.

E. ENTIRE AGREEMENT
These Terms and Conditions constitute the complete and exclusive agreement between you and Bloombase regarding its subject matter and supersedes all prior or contemporaneous quotations, agreements, communications, or understandings, whether written or oral, relating to its subject matter. Any waiver, modification, or amendment of any provision of these Terms and Conditions will be effective only if in writing and signed by duly authorized representatives of each party.

F. EXPORT CONTROL
You agree not to export or re-export, directly or indirectly, the Products, or any technical information related thereto, or any direct products thereof, to any destination or person prohibited or restricted by the export control laws and regulations of the United States, without the prior authorization from the appropriate governmental authorities.

G. GOVERNMENT RIGHTS
All software contained in the Products and any related documentation are "commercial items" as that term is defined in FAR 2.101, consisting of "commercial computer software" and "commercial computer software documentation," respectively, as such terms are used in FAR 12.212 and DFARS 227.7202. To the extent that the Products are being acquired by or on behalf of the U.S. Government then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government's rights in the software and any related documentation will be only those specified in these Terms and Conditions.

H. NOTICES
All notices required or permitted to be given under these Terms and Conditions will be in writing and will be deemed given: (i) upon actual delivery, if made by personal service; (ii) three (3) days after mailing, if made by U.S. certified or registered mail; and (iii) one (1) business day after delivery to the courier or overnight delivery service, if made by courier or overnight delivery service. All notices will be addressed as set forth on the purchase order or Order Confirmation, as the case may be, or to such other address as the party who is to receive the notice so designates by written notice to the other.

BY ORDERING ANY OF OUR PRODUCTS OR SERVICES, YOU AGREE TO THE FOREGOING TERMS AND CONDITIONS OF SALES.