SAAS SUBSCRIPTION AGREEMENT

This SaaS Subscription Agreement  (“Agreement”), dated as of the Effective Date, governs the access and use by Subscriber/Customer of the JOP, Inc. Inc. (“Company” or “JOP, Inc.”) software offered as service (“Services”) to Subscriber/Customer (“you”, “You” or “Your”) as such Services are described In the Order Form attached to this Agreement.

10. OWNERSHIP; SUBSCRIBER AND USER SUBMISSIONS

10.1 Except as set forth in Section 11, below, as between You (and Your Authorized Users) and JOP, Inc., the Services, any material or information provided to You or the Authorized Users pursuant to the Services, and any associated applications, tools or data, and all additions, modifications and improvements made by JOP, Inc. or on behalf of JOP, Inc. by its agents or contractors, are the property of JOP, Inc., whether or not protected by United States and international copyright, trademark and patent laws, and other laws or provisions for the protection of intellectual property, trade secrets, or proprietary information, as applicable. By using the Services, neither You nor the Authorized Users gain any right, title, interest or ownership rights in such items. As between You (and Your Authorized Users) and JOP, Inc., You own and retain all right, title and interest in and to Your Materials, data or information relating to Your usage of the Services, and Your own products and services, whether or not protected by United States and international copyright, trademark and patent laws, and other laws or provisions for the protection of intellectual property, trade secrets, or proprietary information, as applicable. JOP, Inc. does not claim ownership of Your Materials nor of the usage information You or the Authorized Users provide for the use and operation of the Services. JOP, Inc. and its vendors and contractors may use such information solely to provide the Services to You. In addition JOP, Inc. may retain, analyze, use and share such information in anonymous, filtered, or aggregate form for general business purposes solely in a manner that does not identify or permit identification of You, Your Authorized Users, or any of Your Materials, customers, vendors or end users.

10.2 JOP, Inc. will be free to publish, Your name and logo on its website, in its marketing collateral and communications, both online and print but limited to the extent of indicating that You are a customer of JOP, Inc.. From time to time, the JOP, Inc. may invite You to submit user reviews and testimonials or be interviewed on video, print, and feature in case studies or white papers to be used by JOP, Inc. to promote its sales through various online and off-line medium. Participation by You in such exercises will be purely voluntary and at the Your discretion.

11. SUBSCRIBER WORK PRODUCT

11.1 All materials including background and training materials, data, processes, tools, methodologies, results, reports, presentations or any other information or material generated or developed by JOP, Inc. specifically and uniquely for Subscriber pursuant to this Agreement that is based on any Confidential Information of Subscriber (“Work Product”) shall be and remain the property of Subscriber. To the extent permitted by law, all such Work Product is a work for hire. Work Product does not include any work product that is independently (without use of any Confidential Information of Subscriber) developed by JOP, Inc. or through the use of JOP, Inc.’s Confidential Information.

12. CONFIDENTIAL INFORMATION

12.1 The parties acknowledge that each party may be exposed to certain information that is not generally known to the public, which is considered confidential or proprietary information of the other party (“Confidential Information”). Confidential Information includes, without limitation, this Agreement, JOP, Inc.’s pricing, and all competitively sensitive, non-public or secret business, marketing, sales, financial, technical and other information disclosed or made available by one party to the other party. Each party agrees that, in the event a party is exposed to the other party’s Confidential Information, the receiving party: (i) will protect Confidential Information from unauthorized disclosure using commercially reasonable care, (ii) will not disclose Confidential Information to any third party (provided that a receiving party may disclose the disclosing party’s Confidential Information to any of its affiliates, consultants or contractors (collectively, “Representatives”) as necessary to perform its obligations or exercise its rights in this Agreement, provided that Representatives are bound by written agreement to confidentiality obligations consistent with this Agreement with respect to such information, and(iii) will not use Confidential Information (other than as authorized by this Agreement) without the prior written consent of the other party. Receiving party will be responsible for any breach of this Agreement by its Representatives. Within five (5) business days after a request by either JOP, Inc. or You, or upon termination of this Agreement, all materials or media containing any Confidential Information will be either returned to the originating party or destroyed by the receiving party. The preceding destruction provision will not apply to back-up copies of a disclosing party’s Confidential Information made by the receiving party in the ordinary course of its business, provided that the receiving party will remain bound by its confidentiality obligations hereunder for so long as it retains such back-up copies. Confidential Information does not include information which: (i) was already known to the receiving party prior to the time that it is disclosed to the receiving party as evidenced in writing and without a duty of confidentiality; (ii) is or has entered the public domain through no breach of this Agreement or other wrongful act of the receiving party; (iii) has been rightfully received from a third party without breach of any duty of confidentiality; (iv) has been approved for release by written authorization of the disclosing party; or (v) is required to be disclosed pursuant to the order of a court or governmental agency, and if the receiving party promptly provides to the disclosing party, if permitted by law, prior written notice of the order and the opportunity to contest disclosure. Confidential Information that is not trade secrets, shall be subject to confidentiality obligations under this Agreement for a period of five (5) years from date of expiry or termination hereof. Confidential Information that is a trade secret shall be subject to the confidentiality obligations under this Agreement for so long as it remains eligible for trade secret protection under applicable law.

13. LINKS TO/FROM THIRD PARTY SITES

13.1 The Service may provide links (or allow You or Authorized Users to provide links) that allow You or the Authorized Users to leave JOP, Inc.’s platform and/or access third party websites or access the JOP, Inc. platform through third party websites. The linked sites are not under the control of JOP, Inc. and JOP, Inc. is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites or the performance or security of such other sites. JOP, Inc. is not responsible for any content of or transmission to or from any linked site. JOP, Inc. provides these links only as a convenience, and the inclusion of any link does not imply endorsement by JOP, Inc. of the site, and Users access any such third-party websites or access the Service through any third party websites at their sole risk and discretion.

14. SECURITY; PASSWORDS; INTERNET

14.1 You are responsible for administering usernames and passwords for all Users (the “Log-In Information”) and administering any Authorized User access granted to the Service through an Authorized User’s account at a third party site. Each User must have a valid username and password for the purpose of accessing the Services. You and Your Users must keep all Log-In Information and information strictly confidential. Log-In Information may be used only by the assigned User and may not be shared or transferred to another person without JOP, Inc.’s prior consent, provided that JOP, Inc. will not withhold consent for a request by You to change a User. JOP, Inc. shall take reasonable measures and precautions in accordance with industry standards and practices to keep Your and Your Users’ account, user names and passwords free from unauthorized access or use. Except to the extent resulting out of a breach by JOP, Inc. of the foregoing sentence, You are responsible for the use of the Services by any of Your employees or any person who gains access to Your data or the Services through Your employees or Authorized Users, even if such use was not authorized by You or results from Your failure to use reasonable security precautions or the breach of such precautions.

14.2 You may not resell, license or otherwise provide access by any means to any part of the Services other than to Authorized Users for whom a subscription is paid. You and Your Authorized Users are responsible for maintaining the confidentiality of that User’s username and password. You and Your Authorized Users are responsible for any and all activities that occur under all Your Authorized Users’ accounts. You agree to notify JOP, Inc. immediately of any unauthorized use of Your Authorized Users’ accounts or any other breach of security. Except to the extent resulting from a failure by JOP, Inc. to use industry standard measures designed to secure Susbscriber’s account from unauthorized access, JOP, Inc. will not be liable for any loss that You or a User may incur as a result of someone else using Your Authorized Users’ passwords or accounts, either with or without the applicable Authorized Users’ knowledge. JOP, Inc. is not responsible to You for unauthorized access to Your data or the unauthorized use of the Services unless such unauthorized use or access results from failure by JOP, Inc. to meet its security obligations as provided herein.

14.3 JOP, Inc. will use industry standard measures to safeguard the Services and Subscriber’s account therein. However, JOP, Inc. does not guarantee the security of any information transmitted to or from You or any User over the Internet, including through the use of e- mail. Access to the Internet, if employed, is Your and each User’s sole responsibility and the responsibility of Internet provider(s) You select. JOP, Inc. does not accept any responsibility for failure of service due to Internet facilities, including related telecommunications facilities or equipment.

15. COMMUNICATIONS FROM JOP, Inc.

15.1 JOP, Inc. may periodically contact You or Authorized Users for customer service purposes. By accessing the Services, You and each User consent to receive such communications. You agree that JOP, Inc. may reference its business relationship with You in its marketing or sales materials provided Subscriber approves in writing such materials prior to publication.

16. TERMINATION; EFFECT

16.1 Suspension or Accelerated Termination. JOP, Inc. may immediately suspend the Services or terminate this Agreement for its convenience if: (i) JOP, Inc. becomes aware of what it, in its sole discretion, deems a credible claim that the Services infringe upon the intellectual property rights of a third party or (ii) if required to do so by law. In each case, JOP, Inc. will give You advance notice of pending suspension or termination of at least twelve (12) hours, unless JOP, Inc. determines, in its reasonable discretion, that no notice or shorter notice is necessary to protect JOP, Inc., its customers, or others, and JOP, Inc. will extend the Term of Services by the number of days the Services were suspended, or refund to Subscriber any amounts paid by Subscriber for Services not rendered during the Term of Services.

16.2 Breach. JOP, Inc. may, at its option, terminate this Agreement for cause or suspend the Services if: (i) JOP, Inc.  reasonably believes that the Services are being used in violation of law or this Agreement; (ii) Your use of the Services interferes with the normal operations of the System or other customer’s use of the Services; (iii) there is an attack on the System or any portion thereof or Your account is accessed or manipulated by a third party without Your consent or in violation hereof, or there is another event for which JOP, Inc. reasonably believes suspension of Services is necessary to protect the JOP, Inc. network or JOP, Inc.’s other customers; (iv) Your payment of any amount due hereunder is overdue and You fail to pay the overdue amount within ten (10) business days of JOP, Inc.’s written notice (e-mail notice to Your account representative shall suffice); (v) You breach any of Your obligations relating to JOP, Inc.’ or any third party’s intellectual property rights; or (vi) You materially fail to comply with any other provision of the Agreement and do not remedy that failure within ten (10) business days after receipt of notice thereof from JOP, Inc. (e-mail notice to Your account representative shall suffice). You may, at Your option, terminate this Agreement for breach by JOP, Inc. of its obligations hereunder, provided JOP, Inc. fails to cure the breach within ten (10) business days of receipt of notice of breach from You.

16.3 Effect of Termination. Upon expiration or prior termination of this Agreement, all licenses granted herein shall cease. All access to and use of the Services by Authorized Users must then cease and JOP, Inc. shall make available to You any of Your data or materials in its possession within thirty (30) days following such termination. Sections 10, 11, 12, 14, 16, 17, 18, 19 and 20 shall survive any termination. Except in the case of termination by JOP, Inc. for cause, JOP, Inc. shall refund to Subscriber any amounts paid by Subscriber for Services not rendered prior to or following the effective date of termination.

17. LIMITED WARRANTY, LIMITATION OF LIABILITY

17.1 JOP, Inc. represents and warrants that: (i) it has the right to provide the Services as presently operated and as they may be operated from time to time during the Term of this Agreement; (ii) it will comply with all applicable laws, rules, regulations and policies in connection with the performance of its obligations hereunder, including without limitation any laws, rules, regulations or policies relating to privacy or the use of personally-identifiable information; (iii) it will perform the Services in a professional and workmanlike manner in accordance with industry standards and practices; (iv) the Services do not contain viruses, spyware, malware or other malicious code; (v) to its knowledge, the Services, and the technologies associated therewith, do not infringe upon any intellectual property rights of any third party, (vi) it shall post and maintain its privacy policy on its website and adhere to its privacy policy, which will abide by applicable laws, and (vii) it will provide the Services in conformity with the specifications for such Services as provided to Subscriber by JOP, Inc. and the Services will reasonably perform as intended and will perform in conformity with the SLA. Except for the limited warranties expressly provided in the previous sentence, EACH PARTY’S RESPECTIVE PRODUCTS, SERVICES, INFORMATION AND MATERIALS ARE PROVIDED “AS IS,” AND ALL WARRANTIES OF ANY KIND, PAST OR PRESENT, WHETHER STATUTORY, COMMON-LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RESULTS OR OUTPUT, AND, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 18 OR 14 HEREOF, SECURITY AND NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

17.2 OTHER THAN FOR A BREACH BY EITHER PARTY’S INDEMNIFICATION OBLIGATIONS AS SET FORTH IN SECTION 18, OR FOR A BREACH BY EITHER PARTY OF SECTION 12 (CONFIDENTIAL INFORMATION), OR FOR A BREACH BY SUBSCRIBER OF JOP, Inc.’S INTELLECTUAL PROPERTY PROVIDED UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST OR CORRUPTED DATA, DOWNTIME, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION NEGLIGENCE AND EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT, AND EXCEPT FOR A BREACH BY A PARTY OF ITS CONFIDENTLIATY OBLIGATIONS IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR AN AMOUNT GREATER THAN THE AMOUNT THAT THE SUBSCRIBER HAS PAID OR WILL PAY TO JOP, Inc. FOR THE SERVICES UNDER THIS AGREEMENT IN THE THREE (3) MONTHS PRECEDING THE MOST RECENT CLAIM.

18. INDEMNIFICATION

18.1  Indemnification by JOP, Inc. JOP, Inc. will defend, indemnify, and hold harmless You, Your corporate affiliates, or any of its or their respective directors, officers, owners, employees, agents, successors, and permitted assigns from and against any and all third-party claims, suits, proceedings, costs, and expenses (including, without limitation, reasonable attorneys’ fees) arising from or related to (a) a breach of its confidentiality obligations under Section 12 (b) JOP, Inc.’s violation of law applicable to it and its business, (c) an allegation that Services violate the intellectual-property rights of such third party, or (d) gross negligence or willful misconduct of JOP, Inc. in providing Services, and/or (e) a breach of its representations and warranties under Section 17.1 (i), (ii), (iii), (iv), (v) and (vi). If the Services infringe upon any third party intellectual property rights, JOP, Inc. will at its option and expense: (i) modify the Services to the extent that it is not infringing any further; (ii) substitute the Services with other services with substantially equivalent functionality; or (iii) obtain from such third party the right for You to use the infringing Services. If such remedies are not reasonably available JOP, Inc. may terminate this Agreement in accordance with Section 16 and shall refund amounts paid by You for Services not rendered prior to or following the effective date of termination. Notwithstanding the above, JOP, Inc. shall have no liability for any claim of infringement to the extent caused by (i) the Service having been modified by parties other than JOP, Inc. or was not authorized by JOP, Inc. in writing; (ii) Subscriber’s use of the Service in conjunction with Subsriber’s or a third party’s data, where use with such data gave rise to the infringement claim; or (iii) Subscriber’s use of the Service with non- JOP, Inc. data, material, software or hardware, where use with such other data, material, software or hardware gave rise to the infringement claim.

18.2 Indemnification by You. You will defend, indemnify, and hold harmless JOP, Inc., its corporate affiliates, or any of its or their respective directors, officers, owners, employees, agents, successors, and permitted assigns from and against any and all third-party claims, suits, proceedings, costs, and expenses (including, without limitation, reasonable attorneys’ fees) arising from or related to (a) breach of Your confidentiality obligations under Section 12; (b) Your violation of law applicable to You and Your business; (c) an allegation that Your Materials violate the intellectual-property rights of such third party or (d) Your grossly negligent or willful misconduct in using the Services.

18.3 Notice; Cooperation. The indemnitee will promptly notify indemnitor should it become aware of any pending or threatened action that is covered by this Section and will reasonably cooperate with the indemnitor (at the indemnitor’s expense) in the defense of such action. The indemnitor shall have the sole right to defend and settle the indemnification claim on behalf of the indemnitee, provided that indemnitor will not settle any claim, without the prior written approval of the indemnitee, if such settlement imposes any obligations, commercial or otherwise on the indemnitee (which approval shall not be unreasonably withheld, delayed or conditioned).

19. CHOICE OF LAW

19.1 This Agreement is made and entered into in the State of New Jersey and shall in all respects be interpreted, enforced and governed under the laws of said State without regard to the conflict of laws thereof. The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. It is agreed that this Agreement shall be construed with the understanding that both parties were responsible for drafting it.

20. DISPUTE RESOLUTION

20.1 Any dispute arising out of or relating to this Agreement or the breach, termination or validity thereof, shall be resolved fully and finally within the County of Hudson and State of New Jersey by confidential and binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator or panel of arbitrators, whichever the Parties decide upon, will have the power to award any and all types of legal or equitable relief that would be available in a court of competent jurisdiction including the award of attorney’s fees, costs, and other expenses to the prevailing Party.

20.2 The arbitrator’s or arbitrators’ award will be final and binding. The Parties agree that they will be allowed to engage in adequate discovery, the scope of which will be determined by the arbitrator or panel of arbitrators, consistent with the nature of the claims in dispute. The arbitrator or panel of arbitrators shall render an award that shall include a written statement of opinion setting forth the arbitrator’s or arbitrators’ findings of fact and conclusions of law. The Parties intend this arbitration provision to be valid, enforceable, irrevocable and construed as broadly as possible. The judgment upon the award the arbitrator or panel of arbitrators renders may be entered by any court having jurisdiction thereof.

20.3 If any claim arising out of or related to this Agreement is found not to be subject to final and binding arbitration, the Parties agree to waive any right to a jury trial if such claim is filed in court. In such instance, the Parties consent to the sole and exclusive jurisdiction of the federal court sitting within the County of Essex, State of New Jersey or, the New Jersey State Court sitting within the County of Hudson, State of New Jersey. The Parties hereby waive all defences to lack of jurisdiction or forum non-conveniens.

21.  MISCELLANEOUS

21.1 Failure to perform by reason of any law, natural disaster, labor controversy, encumbered intellectual property right, war, strikes, lockouts, acts of God, governmental statutes, proclamations or regulations, riot, civil commotion, war, hacking, malicious mischief, force majeure, or any similar event beyond a party’s reasonable control shall not be a breach hereof and neither party shall be liable for any loss or damage resulting therefrom; provided that, should JOP, Inc.’s performance be affected for a period of thirty (30) or more consecutive days, You may terminate this Agreement immediately upon notice to JOP, Inc. and JOP, Inc. shall refund to You any fees paid under any related Service Agreements and any amounts paid by You for Services not rendered prior to or following the effective date of termination.

21.2 Independent Contractors: This Agreement is on a ‘principal to principal’ basis and the services under this Agreement are strictly provided as an ‘independent service provider’. The parties are independent contracting parties and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. This Agreement will not be construed to create or imply any partnership, agency or joint venture, or employer-employee relationship.

21.3 Assignability: Except as provided in this Agreement, none of the parties shall be entitled to assign their rights and obligations under the Agreement to a third party without the prior written consent of the other party. However, JOP, Inc. shall be free to sub-contract at its sole discretion to any vendors any work or avail of products and services provided by such vendors in order to provide the Service to You.

21.4 Waiver: Failure of a party to require performance of any provision of this Agreement shall not affect such party’s right to full performance thereof at any time thereafter, and any waiver by a party of a breach of any provision hereof shall not constitute a waiver of a similar breach in the future or of any other breach. No waiver shall be effective unless in writing and duly executed by the concerned party.

21.5 Amendments: Any provision of this Agreement may be amended only if such amendment is in writing and signed by parties to this Agreement.

21.6 Severability: If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision will be struck from the Agreement and the remaining provisions of this Agreement shall remain in full force and effect. Further, the parties shall endeavour to replace such provision with a valid, legally enforceable provision that reflects the original intent of the parties.

21.7 Section headings are provided for convenience only, and shall not be used to construe the meaning of any section hereof.

21.8 Except for revisions or updates to the SLA or Services specifications as described herein, this Agreement may be amended only in a writing signed by both parties.

21.9 This Agreement, together with the exhibit hereto, shall supersede in its entirety any purchase order/statement of work/order form or other documentation issued by Subscriber. In no event will any additional terms and conditions on a purchase order or other documentation be effective unless expressly accepted by each party in writing. No provision of this Agreement or any related document shall be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or drafted such provision.

21.10 Subscriber shall accommodate reasonable requests from JOP, Inc. for co-marketing activities such as a case study or testimonial that mention the business relationship and the value delivered by JOP, Inc. The cooperation of the Subscriber for such activities may be subject to approvals from the Subscriber’s relevant decision makers and the demonstration of value by JOP, Inc.

21.11 Counterparts: This Agreement may be signed in counterparts, each of which shall be deemed to be an original, and all of which together shall constitute the same instrument.

21.12 Expenses. For the transaction contemplated in this Agreement, the parties shall bear their respective fees, out of pocket costs and expenses incurred by them.

EXHIBIT A

This EXHIBIT A to the JOP, Inc. SaaS Subscription Agreement  (the “Agreement”), dated as per order form, between JOP, Inc.(“Company” or “JOP, Inc.”) and __________(“Subscriber” or “you”)as mentioned in the Order Form. This EXHIBIT A shall be subject to and governed by the terms and conditions of the Agreement. Capitalized terms not otherwise defined in this EXHIBIT A shall have the meaning set forth in the Agreement.

This EXHIBIT A is a Service Level Agreement (“SLA”) that states certain service levels to be provided by JOP, Inc. to you in connection with the Agreement.

Service Level Agreement

Support Services

The following support services are included as part of your subscription for the Services Technical Support: JOP, Inc. supports both, Users & Admins through the following channels:

Email: User(s) can seek answers to queries by writing to JOP, Inc. support at support@getjop.com. “Get Support” captures the required technical information and submits a screen shot of the error, providing JOP, Inc. support desk with the details needed to address a support request.

Phone Support & Named Account Manager: User(s) can seek answers to queries by calling to JOP, Inc. support (973) 494-8189 or (91)844 886 7593.