Exhibit A ReachOut Terms of Use

Fingent Corporation offers a wide range of information and services of its Product (ReachOut) through this website.
ReachOut is a complete solution for Field Management. It enables customers (“Users” or “You”) to manage audits, inspections, surveys, work orders timely and effectively. By using this website or any associated App (defined below), you are agreeing to accept and comply with the terms and conditions of use as stated below (“Terms of Use”), which Fingent Corporation may update at any time without notice. The terms “we,” “us” or “ours” refer to Fingent Corporation.

Definitions

  • App refers to the iPhone, iPad or Android-based mobile or tablet application through which a User can collect field data, fill out purchase orders, capture electronic signatures, track expenses, transfer money, give or receive verbal instructions, and use location-based services, machine learning, and artificial intelligence (””AI“) for different industry sectors to offer a more personal experience to Users. The App is designed and offered to you to allow you to collect information, transmit information to the Portal (defined below) and receive information from the Portal.
  • Content means all the text, pictures, files, links, geolocation data, reports, and other information or material posted, transmitted, or stored through the Service.
  • Intellectual Property means all confidential or proprietary information recognized under the applicable law anywhere in the world, whether issued, registered, or pending including copyright, patent, trademark, trade secrets and all tangible embodiments thereof.
  • Maintenance and Support mean any scheduled maintenance for any upgrade or enhancement of ReachOut.
  • Portal refers to portions of the site that your employer, prime contractor, agent or other affiliated party remotely accesses through an interface provided by Fingent, to operate the Service, to manage and analyze information submitted by one or more Apps and to communicate through those Apps.
  • Release means a new version of ReachOut that contains significant functionalities, features, and level of performance for which additional costs will be charged.
  • Service means the full suite of technologies and services that Fingent offers through the App, Portal and the Site.
  • Site means the website www.reachoutsuite.com/in through which we conduct our business and operate the Portal. The Site includes the Portal and other elements of this website.

User Responsibilities
Fingent does not allow any illegal activities. You warrant that you will abide by all applicable local, state, national, and international laws and regulations and are solely responsible for all acts or omissions that occur related to your account or password, including the content of transmissions through the service.
You are responsible for all activities that occur under your account, and shall not share your password with any third party. You accept all risks of unauthorized access to your Content or other information that you provide to Fingent. You understand and agree that all information, data, text, software, music, photographs, graphics, video, messages or other materials, whether publicly posted or privately transmitted, are the sole responsibility of the User from which such content/information was originated.

Restrictions
You agree to not use the Service to:

  • Upload, link to, post, email, or otherwise transmit any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, pornographic, defamatory, vulgar, obscene, fraudulent, indecent, lewd, libelous, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
  • Upload, link to, distribute or otherwise publish through the site any content that would constitute, assist or encourage a criminal offense or harm minors in any way;
  • Impersonate any person or entity or falsely misrepresent your affiliation with any person or entity;
  • Upload links, post, email or otherwise transmit any information that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as personal information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  • Upload, link to, post, email or otherwise transmit any information that infringes on any patent, trademark, trade secret, copyright or other proprietary rights of any party;
  • Interfere with or disrupt the Service or the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
  • Transmit any material that contains software viruses, Trojan horses, worms, time bombs or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or intercept or expropriate any system, data or personal information;
  • Stalk or harass any other individuals;
  • Collect or store personal data about other Users, other than what the Users have made publicly available;
  • Use any data mining, robots, or similar data gathering and extraction methods within the site
  • Access the service by any means other than through the Portal or the App.

Copyrights and Proprietary information
Fingent retains all its intellectual property rights in ReachOut and its underlying software, and no rights, title or interest to the underlying software are transferred to the User. The materials and information contained on the site, including, but not limited to, the text, graphics, photographs, artwork, icons, images, logos, audio, video, downloads, data, and compilations, are the exclusive property of Fingent and are protected by applicable law, including, but not limited to, United States and international copyright laws and regulations. Some of the information provided to User through the Service, by advertisers and other parties, is protected by copyrights, trademarks, patents or other proprietary rights and other applicable laws. User agrees not to copy, modify, create any derivative works of, reverse engineer or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the App, the Service, or the Site in whole or in part. User shall not copy any portion of the Site for the purpose of developing any similar websites.
Except as expressly stated in these Terms of Use, User is not given any right or license or title under any patent, trademark, copyright, or proprietary right of Fingent or to any third parties. Fingent does not own any Content or information posted by the User. Fingent shall not be responsible for any deletion, correction, destruction, damage, loss of content.

Registration Obligations
User understands and agrees that we may ask you to register for various reasons. The User shall provide complete and accurate information. If your information is found to be untrue, or incomplete, we have the right to suspend or terminate you from service. Fingent reserves the right to terminate any person, group, or company at any time for any reason.
Charges applicable to the Service are set forth in the registration process. These charges apply to both premium services and supplemental services. In the future, current charges, including billing, rates, and surcharges for using Fingent’s Service, may be obtained by completing a registration process for the Service. We offer a free trial version of the App, after which fees will be charged for the Service. Fingent reserves the right to change, revise or modify any charges and to institute any new charges. Such changes, revisions, modifications of new charges will be effective upon notice but will not apply retroactively to any agreement in effect with you.
Fingent strictly prohibits the sharing of account passwords on the Site. Only those individuals who have registered and have accepted and agreed to these Terms of Use and Privacy Policy may post information. Therefore, you shall not share your account password with any other individuals or allow any other individuals to write any content/information using your account; doing so may be cause for termination.
Fingent is concerned about the safety and privacy of all its Users, especially children. For this reason, children (under the age of 18) are not permitted to use this Service without the supervision of an adult or legal guardian. All parties involved should use caution and discretion before sharing any credit card information, passwords, account numbers, or any other relevant personal information. User acknowledges and agrees that Fingent shall not be held responsible or liable for any communications or dispute that arise between User or any third parties for any use of the App, Service, or Site.
YOU AGREE, REPRESENT, AND WARRANT THAT BY REGISTERING THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT. AMONG OTHER THINGS, THIS MEANS (1) IF YOU ARE REGISTERING FOR AN INDIVIDUAL LICENSE ACCOUNT, YOU ARE AT LEAST 18 YEARS OF AGE ENROLLING UNDER YOUR OWN NAME AND (2) IF YOU ARE A DESIGNATED USER REGISTERING FOR A BUSINESS ACCOUNT, YOU ARE A BONA FIDE EMPLOYEE OR INDEPENDENT CONTRACTOR OF THE BUSINESS ENTITY IN WHOSE NAME THE ACCOUNT IS HELD, AND AUTHORIZED TO BIND THE BUSINESS ENTITY AND TO REGISTER UNDER THE NAME OF THE BUSINESS ENTITY.

Maintenance and Termination of Service
The Service may be temporarily unavailable for scheduled maintenance or for any unscheduled emergency maintenance, or for any other causes beyond Fingent’s reasonable control, but Fingent will use reasonable efforts to provide advance notice in writing or by email of any scheduled unavailability of the Service.
User acknowledges and agrees that Fingent, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Service, block or prevent future access to the Service, and remove and discard any Content within the Service at any time for lack of use or if User has violated or acted inconsistently with these Terms of Use.
Any such termination may be effected without any prior or written notice to you and Fingent shall not be held liable to you or any third-party for any termination of access to the Service. User will not be entitled to a refund for any fee paid.

Warranties and Disclaimer
THE SERVICE AND ALL INFORMATION AND MATERIAL CONTAINED ABOUT THE APP OR MADE AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. FINGENT DOES NOT MAKE ANY PROMISES OR WARRANTIES ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTIONS, OR THE SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. FINGENT DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED USING THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. FINGENT EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Links to Third Party sites
User agrees that any correspondence or business dealings with, or participation in promotions of advertisers found on or through the service, including payment and delivery of related goods or services, and any other terms and conditions, warranties or representations associated with such dealings, are solely between User and the advertiser. Fingent shall not be responsible or liable for any loss or damage as a result of any such dealings or as the result of the presence of such advertisers on the Service.
Fingent shall not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources or for the sites that these sites may link to, including any changes or updates to such sites

Indemnification
User shall indemnify, defend, and hold harmless Fingent and its affiliates, subsidiaries, agents, employees, and licensors from and against any and all claims and expenses, including reasonable attorneys’ fees, brought by a third party arising out of or related in any way to your use of the Services or Site, violation of these Terms of Use, violation of any law or regulation, or violation of any proprietary or privacy right.

Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL FINGENT BE LIABLE TO USER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES (INCLUDING WITHOUT LIMITATION, LOST PROFITS AND LOST DATA, INFORMATION OR CONTENT) ARISING OUT OF THESE TERMS OF USE, REGARDLESS OF THE THEORY OF LIABILITY OR FORESEEABILITY OF SUCH LOSS.
IN NO EVENT SHALL FINGENT BE LIABLE FOR ANY ACT OR OMISSION OF ANY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS MADE, PRODUCTS OFFERED OR SOLD, AND ACTS OF HACKING OR ANY OTHER MEANS OF DISRUPTING DATA OR PREVENTING ACCESS TO SERVICE, TRANSMITTING VIRUSES, DELETING FILES, OBTAINING OR MISUSING PERSONALLY IDENTIFIABLE DATA, CORRUPTING DATA, OR OTHERWISE INTERFERING WITH THE SITE.
IN ANY EVENT, FINGENT’S ENTIRE LIABILITY TO YOU UNDER ANY PROVISION OF THESE TERMS OF USE OR ARISING FROM YOUR OR ANOTHER’S ACCESS TO OR USE OF THE SERVICES OR SITE SHALL BE LIMITED TO THE AMOUNT YOU PAID FINGENT FOR THE APP OR SERVICE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

Governing Law
The Terms of Use and the relationship between User and Fingent will be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of law provisions.

Time limit to respond
We try to respond to all legitimate requests within 2-3 business days. In case if there is any delay, we will notify you and keep you updated.

Grievance Redressal
Any grievance or complaint, in relation to processing of information, should be sent to [email protected]. Grievance shall be redressed as expeditiously as possible.

Amendments/Changes in the policy.
Fingent reserves the right to change this Terms of Use without notice and will post any revisions/amendments on the website. This policy is effective from 1st June 2018 and supersedes all existing policies or agreements on the subject matter, if any.

Privacy
Fingent’s privacy policy will apply to your use of the Site. The terms of Fingent’s privacy policy are incorporated into these Terms.
Please review our privacy policy and related information about your privacy and use of your information by clicking on the Privacy Policy link on this Site.

Severability
If any provision of these Terms of Use is held invalid, such provision shall be deemed severed and the remaining provisions shall remain in full force and effect.