END USER LICENSE AGREEMENT

The herein contained End User License Agreement (the "Agreement" or "License" or "EULA") shall be considered a legally binding agreement between you (an individual or an entity, hereinafter "Licensee" or "You" or "Your") and SkuSuite, Inc. for the use of the specified software: Collision Core Inventory which may include related printed material, media and any other components and/or software modules (the "Product"). Other aspects of the Product may also include, but are not limited to, software updates and any upgrades necessary that SkuSuite, Inc. may supply to You or make available to You, or that You obtain after the initial access of the Product, and as such that said items are not accompanied by a separate license agreement or terms of use.

BY WAY OF ACCESSING OR OTHERWISE USE OF THIS PRODUCT, YOU ARE AGREEING TO BE LEGALLY BOUND BY THE HEREIN CONTAINED TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS EULA, YOU THEN HAVE NO RIGHTS TO USE OR ACCESS THE PRODUCT AND SHOULD THEREFORE NOT ACCESS NOR USE THE PRODUCT.

THIS PRODUCT IS PROTECTED BY COPYRIGHT LAWS, AS WELL AS ANY OTHER INTELLECTUAL PROPERTY LAWS. THIS PRODUCT IS LICENSED AND NOT SOLD.

1. DEFINITIONS AND INTERPRETATIONS

1.01 "Agreement" or "License" or "EULA" shall mean this End User License Agreement.

1.02 "Licensee" or "You" or "Your" shall mean You, the individual or business entity licensing the Product under of the terms of this Agreement.

1.03 "Intellectual Property" means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.

1.04 "Update" means maintenance of, or a fix to, a version of Product, including, but not limited to: a hot fix, patch, or enhancement, none of which function as a standalone service or other software package and which do not have an additional cost for any existing Licensee.

1.05 "Upgrade" means a major, standalone version of Product, which may include additional applications, features, or functionality.

1.06 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns.

1.07 Words in the singular shall include the plural and vice versa.

1.08 A reference to one gender shall include a reference to the other genders.

1.09 A reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time, taking account of any amendment or reenactment and includes any statute, statutory provision or subordinate legislation which it amends or re- enacts; provided that, as between the Parties, no such amendment or re-enactment shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any Party.

1.10 A reference to writing or written includes e-mail.

1.11 Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.

1.12 Any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.13 References to articles, sections, or clauses are to the articles, sections, and clauses of this Agreement.

1.14 "We", "us", and "our", means SkuSuite, Inc.

2. LICENSE GRANT. SkuSkuite, Inc. shall grant to You a non-exclusive license for the use of the Product subject to all the terms and conditions set forth herein. Furthermore, this EULA shall also govern any and all software Updates and Upgrades provided by SkuSuite, Inc. that would replace, overwrite and/or supplement the previous version of the Product, unless those other Updates and Upgrades are covered under a separate license, in which case the terms of that license will govern. This License shall remain in force during the term of the subscription period provided in Your separate agreement with The Sherwin-Williams Company (“Sherwin- Williams”), unless terminated prior to that time as provided herein.

3. TERMINATION. Should You breach this EULA, Your right to the use of the Product will immediately terminate and shall terminate without any notice being given. However, all provisions of this EULA, with the exception of the License grant, shall survive termination and will remain in effect. Upon termination of the License grant, You agree not to attempt to access the Product.

4. DISTRIBUTION. The Product is developed, provided, hosted, and maintained by SkuSuite, Inc. and distributed by Sherwin-Williams. You acknowledge that Sherwin-Williams has no responsibility or control over the functionality or performance of the Product. Sherwin- Williams disclaims all liability for any loss or damage resulting from or relating to Your use of the Product, any act or omission by SkuSuite, Inc, or any unauthorized access to, or theft, loss, or corruption of, any data or information You input or authorize to be input into the Product. You agree to pay any subscription fees for access to the Product to Sherwin-Williams that may be set forth in Your separate agreement with Sherwin-Williams, if any. If You do not pay such fees, or otherwise fail to comply with any terms of Your separate agreement with Sherwin-Williams, You acknowledge that access to the Product may be revoked pursuant to the terms of that agreement.

5. USE OF INFORMATION. You acknowledge that by using the Product, You will be submitting certain data, such as inventory and business information (“Data”), to the Product, either directly or via integration with a third-party software application (e.g., a management or estimating application). You acknowledge that SkuSuite, Inc. may share such Data with Sherwin-Williams and You hereby consent to such sharing. Sherwin-Williams may use the Data to help improve the Software, document product usage, analyze trends, develop predictions and statistical analyses, and develop alerts and self-guidance. Sherwin-Williams may also use such data in an aggregate form to develop and provide reports to third parties, including collision centers and original equipment manufacturers. In addition, SkuSuite, Inc. may make your personal data available to Sherwin-Williams to allow Sherwin-Williams to offer you features and enhancements related to the Sherwin-Williams Collision Core suite of services (e.g., single sign-on). You shall be solely responsible for the accuracy, quality, integrity, and legality of all Data You submit directly or indirectly and the means by which You acquire the Data. You represent and warrant that You have provided appropriate notice and obtained appropriate consent, in accordance with applicable laws, to allow Sherwin-Williams and/or SkuSuite, Inc. to use the Data as contemplated by this Agreement. You acknowledge that Sherwin-Williams personnel may be placing product orders on your behalf via the Product with your consent.

6. INTELLECTUAL PROPERTY

6.01 PROTECTED PRODUCT. The Product is protected by copyright and other Intellectual Property laws and treaties, and as such all rights, title, and interest in and to the content offered, including but not limited to, any photographs, images, video, and text that may be incorporated as part of the offered content. Such offered content is protected by copyright laws and international treaty provisions. Therefore, offered content must be treated as any other copyrighted material, with the exception that it is allowable for You to make copies as provided by the License. However, printed material, which may accompany any offered content, may not be copied.

6.02 NO GRANT OF RIGHTS. Except as expressly stated herein, this Agreement does not grant either Party any rights to the other's content or any of the other's Intellectual Property. Specifically, SkuSuite, Inc. owns all Intellectual Property rights in Product.

6.03 LIMITED INDEMNITY. SkuSuite, Inc. agrees to defend or at its option to settle, any third-party claim, suit or proceeding (collectively, "Action") brought against You alleging the Product infringes any third-party copyright or patent right. SkuSuite, Inc. shall have sole control of any such Action or settlement negotiations, and SkuSuite, Inc. agrees to pay, subject to the limitations hereinafter set forth, any final judgment entered against You on such issue in any such Action defended by SkuSuite, Inc. SkuSuite, Inc. will be relieved of the foregoing obligations unless You promptly notify SkuSuite, Inc. in writing of such Action (unless a delay does not prejudice SkuSuite’s response to the Action), give SkuSuite, Inc. authority to proceed as contemplated herein, and give SkuSuite, Inc. proper and full information and assistance to settle and/or defend any such Action.

Notwithstanding the foregoing provisions, SkuSuite, Inc. assumes no liability for infringement claims arising from (i) combination of the Product or portions thereof with other software not provided by SkuSuite, Inc. if such infringement would not have occurred but for such combination, or (ii) the modification of the Product or portions thereof unless such modification was made or authorized by SkuSuite, Inc., if such infringement would not have occurred but for such modification.

7. RESTRICTIONS ON USE. As a Licensee, You may not: (a) Share, distribute, lend, lease, sublicense or otherwise make available, in any manner whatsoever, to any third party the offered content; (b) Modify, adapt, create derivative works from or translate any part of the offered content other than what may be used within Your work in accordance with this License; (c) Reverse engineer, decompile or disassemble the offered content, nor attempt to locate or obtain its source code; (d) Attempt to alter or remove any trademark, copyright or other proprietary notice contained within the offered content; or (e) Make use of any offered content in any manner not stipulated within this EULA or the documentation accompanying the offered content.

8. UPDATES/UPGRADES. SkuSuite, Inc. may find the need to make available Updates or Upgrades for the Product, in accordance with the herein contained terms and conditions of this EULA. It shall be at the sole discretion of SkuSkuite, Inc. to make conditional releases of said Updates or Upgrades to You upon Your continued acceptance of another EULA. Should You elect to make use of these updates, You are therefore agreeing to be subject to all applicable license, terms and conditions of this EULA and/or any other agreement.

9. LIMITED WARRANTY; DISCLAIMER OF WARRANTY. SkuSuite, Inc. warrants that during the applicable subscription term (a) the Product will perform materially in accordance with the any applicable usage guides and policies made available by SkuSuite, Inc. to You, and (b) SkuSuite, Inc. will not materially decrease the overall functionality of the Product. SkuSuite, Inc. shall use reasonable efforts consistent with prevailing industry standards to maintain Product in a manner which minimizes errors and interruptions.

HOWEVER, SkuSuite, Inc. DOES NOT WARRANT THAT PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF PRODUCT.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN AND NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY OR ANY OFFICER, DIRECTOR, SUBSIDIARY, AFFILIATE, OR EMPLOYEE OF EITHER PARTY, MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NONINFRINGEMENT. NEITHER SKUSUITE, INC. NOR ANY OFFICER, DIRECTOR, SUBSIDIARY, AFFILIATE, OR EMPLOYEE MAKES ANY REPRESENTATION OR WARRANTY ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH PRODUCT.

10. LIMITATION OF LIABILITY AND REMEDIES. In spite of any damages that You may or may not incur for any reason, which may include, but are not limited to, any and all direct or general damages, the entire liability of SkuSuite, Inc), along with Your exclusive remedy with regards to all of the foregoing, shall hereby be limited to the amount actually paid by You for this Product. The foregoing limitation shall not apply to the obligation of SkuSuite, Inc. under Section 6.03. The aforementioned limitations, exclusions and any disclaimers shall apply to the maximum extent allowable by law, even should any proposed remedy fail its essential purpose.

11. MISCELLANEOUS.

11.01 SUCCESSORS AND ASSIGNS. This EULA, in its entirety, shall be legally binding upon and inure to the benefit of SkuSuite, Inc. and You, our respective successors and permitted assigns.

11.02 SEVERABILITY. If any provision of this Agreement is held to be illegal, invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall not be affected.

11.03 WAIVER. If there is any waiver of any breach or failure to enforce any of the provisions contained herein, it shall not be deemed as a future waiver of said terms or a waiver of any other provision of this EULA.

11.04 AMENDMENTS. Any waiver, supplementation, modification or amendment to any provision of this EULA, shall only be effective when done so in writing and signed off by SkuSuite, Inc. and You.

11.05 GOVERNING LAW. This EULA shall be governed solely by the laws of the State of New York and of the United States. Should any action arise out of or in relation to this EULA, such action may be brought exclusively in the appropriate federal or state court in Nassau County, New York, and as such, You and SkuSuite, Inc. irrevocably consent to the jurisdiction of said court and venue.

11.06 ASSIGNMENTS. You may not assign or transfer any part of this Licensee without the written consent of SkuSuite, Inc., except that, if a change of control occurs (including a sale or merger), the Party experiencing the change of control may ensure this License remains in full force and effect by providing written notice to the other Party within thirty (30) days after the change of control.

11.07 VALID AND BINDING. This Agreement constitutes a valid and legally binding obligation of the Parties, enforceable against the Parties in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and general equitable principles.

11.08 EFFECT OF TITLE AND HEADINGS. The title of the Agreement and the headings of Sections, and Clauses are included for convenience and shall not affect the meaning of the Agreement or the Section.

11.09 FORCE MAJEURE. Except for payment obligations, if either Party is prevented from performing or is unable to perform any of its obligations under this License due to causes beyond the reasonable control of the Party invoking this provision, including but not limited to acts of God, acts of civil or military authorities, riots or civil disobedience, wars, strikes or labor disputes (each, a "Force Majeure Event"), such Party's performance shall be excused and the time for performance shall be extended accordingly provided that the Party immediately takes all reasonably necessary steps to resume full performance.

11.10 CONTACT INFORMATION. Support@SkuSuite.com