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Bouncer Technologies, Inc. No-Cost Software License Agreement IMPORTANT - READ CAREFULLY. THIS BOUNCER TECHNOLOGIES, INC. NO-COST SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) SETS FORTH THE LEGAL TERMS AND CONDITIONS WHICH GOVERN RELATIONSHIP BETWEEN BOUNCER TECHNOLOGIES, INC. (THE “COMPANY”) AND THE OTHER PERSON OR ENTITY AGREEING TO THIS AGREEMENT (“YOU”) WITH RESPECT TO ANY COMPANY SOFTWARE OR SAAS PRODUCT (“SOFTWARE”) YOU DOWNLOAD OR ACCESS. IF YOU EXERCISE ANY OF THE LICENSED RIGHTS IN THIS AGREEMENT, THEN (1) YOU ARE DEEMED TO HAVE ACCEPTED AND AGREED TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND (2) YOU REPRESENT THAT YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU HAVE NO RIGHTS IN THE SOFTWARE AND YOU MAY NOT USE THE SOFTWARE IN ANY WAY. 1. Grant of Rights; Restrictions. --------------------------------- a. Grant of Rights. Subject to the terms and conditions of this Agreement, and solely during the License Term (as defined in this paragraph), the Company hereby grants to You a limited, personal, non-exclusive, non-transferable, non-assignable and non-sublicensable license to: (i) install on a server and internally run and use the Software; and (ii) use the documentation, training materials or other materials supplied by the Company to enable such internal use, in each case subject to the restrictions set forth in this Agreement. For purposes of this Agreement, “License Term” means (i) 90 calendar days from the date you first downloaded or accessed the Software or any part of it in the case of any commercial or production use of the Software, and (ii) perpetual (subject to continued compliance with this Agreement) in the case of solely non-commercial, non-production use of the Software. b. Documentation. You will have access to Software documentation as determined solely by the Company. All of the documentation provided to You pursuant to this Agreement is copyright Bouncer Technologies, Inc., and is licensed to You solely for Your use during the term of this Agreement. You do not have the right to copy or redistribute the documentation. The Company retains all rights in the documentation not expressly granted to You. c. Restrictions. You shall not: (i) permit direct or indirect access to, or use of, the Software in a way that circumvents a contractual usage limit or restricts or disables any functionality of the Software; (ii) copy the Software or any part, feature, function or user interface thereof (except as expressly otherwise permitted under this Agreement; (iii) access or use any Software in order to build a competitive product or service; (iv) remove, alter or obscure any of the Company’s (or its licensors’) copyright notices, proprietary legends, trademark or service mark attributions, patent markings or other indicia of the Company’s (or its licensors’) ownership or contribution from the Software or (v) if at any time you use the Software in any commercial or production environment, use the Software or any part of it for more than 90 days from the date you first downloaded or accessed the Software or any part of it. 2. Feedback; Contributions -------------------------- You are encouraged, though not required, to contribute proposed code, suggestions or other submissions or feedback to the Company related to the Software. In addition, You agree to use reasonable efforts to report to the Company any “bugs” or reproducible errors in the Software as they are encountered. Any information or feedback You may provide to Company related to the Software or this Agreement is non-confidential and You grant to the Company a non-exclusive, worldwide, fully paid up, perpetual and irrevocable license to use this information/feedback in Company’s business activities without restriction and without payment or accounting to You or any third party. Any submissions of code You may provide must be done via the Company’s website and will be subject to the Company’s then-current form of Contributor License Agreement. 3. Intellectual Property Ownership. ----------------------------------- a. Ownership of Intellectual Property. The Software contains proprietary and confidential information of the Company and its licensors. Except to the extent licenses are expressly granted hereunder, each party and each party’s licensors, respectively, retains all right, title and interest in and to all patent, trademark, trade secret rights, inventions, copyrights, know-how and trade secrets in and to that party’s respective products and services. The Company retains all right, title and interest in and to any work product created by the Company in the course of providing the Software and any service or support under this Agreement. In addition, any additional system software, and the content, organization, graphics, design, compilation, know-how, concepts, methodologies, procedures, and other matters related to the Company’s website are protected under applicable copyrights, trademarks and other proprietary rights. The use, copying, redistribution, use or publication by You of any such parts of the website is prohibited. 4. Your Data. ------------- “Your Data” means information, content and data provided by You or on Your behalf and made available or otherwise distributed through use of the Software. You own Your Data. The Company shall have the right to collect and analyze Your Data and other information relating to the provision, use and performance of various aspects of the Software and related systems and technologies (including, without limitation, information concerning Your use of the Software and data derived therefrom), and the Company will be free (during and after the term hereof) to (i) use such information and data for the purpose of analytics and to improve and enhance the Software and for other development, diagnostic and corrective purposes in connection with the Software and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. Despite the foregoing, You agree that You will not provide to the Company any Personal Information. “Personal Information” means information, content and data which can be used to identify any individual. 5. No Indemnities; No Warranties; No Support. --------------------------------------------- THIS AGREEMENT DOES NOT ENTITLE YOU TO ANY INDEMNIFICATION OF ANY KIND. THE SOFTWARE AND DOCUMENTATION ARE LICENSED "AS IS." THE COMPANY MAKES NO WARRANTIES – EXPRESS, IMPLIED, STATUTORY OR OTHERWISE – WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR SUCCEED IN RESOLVING ANY PROBLEM. YOU AGREE THAT USE OF THE SOFTWARE IS AT YOUR OWN RISK. NEITHER THIS AGREEMENT NOR YOUR ACCESS TO THE SOFTWARE ENTITLE YOU TO RECEIVE SUPPORT SERVICES FROM THE COMPANY FOR THE SOFTWARE. 6. Limitation of Liability. --------------------------- TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM THE USE OF THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL THE COMPANY’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE GREATER OF THE AMOUNT PAID FOR THE SOFTWARE UNDER THIS AGREEMENT OR FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK. 7. Termination. --------------- a. Termination. This Agreement will terminate automatically at the end of the License Term. In addition, either party may terminate the Agreement at any time by giving the other party written notice of termination. b. Effect of Termination. Upon termination or expiration of this Agreement, all licensed granted hereunder shall cease. Substantially concurrent with the end of the License Term or any earlier termination of this Agreement, You shall remove the Software (by deleting the Software and all copies thereof) from Your premises, and any copies of it made by You, unless the Company gives You written authorization before close of the License Term or any earlier termination to retain possession of the Software and copies for a longer time period. c. Survival. The following sections shall survive any termination of this Agreement: 1(b), 1(c), 2-6, 7(b), 7(c) and 8-11 and all associated definitions. 8. Relationship of the Parties. ------------------------------- Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the parties. The parties agree that each is an independent contractor and neither party will have the power to bind the other or to incur obligations on the other’s behalf without such other party’s prior written consent. 9. Export Regulations. ---------------------- The Software is subject to U.S. export controls, specifically the Export Administration Regulations. Both parties shall comply with all relevant import and export regulations, including those adopted by the Bureau of Industry and Security of the U.S. Department of Commerce. You shall not transfer, export or re-export, directly or indirectly, the Software to any Prohibited Entity, and You affirms that You are not a Prohibited Entity or acting on behalf of any Prohibited Entity (as defined under U.S. laws and regulations). 10. No License to Government Entities. -------------------------------------- This Agreement is not intended to grant any license to any government entity. If You represent any entity associated with any national, state or local government, please contact the Company to discuss license terms for the Software. 11. Miscellaneous. ------------------ Neither party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority. All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email. This Agreement is not assignable or transferable by You without the Company’s prior written consent. No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate. This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each party. This Agreement shall be construed under and governed by the laws of the State of California, without regard to conflict of law provisions. The sole venue for any dispute, claim or controversy arising out of or relating to this Agreement shall be in the courts of Alameda County, California. If any legal action or other proceeding is brought to enforce the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees and other costs incurred in the action or proceeding, in addition to any other relief to which the prevailing party may be entitled. THIS AGREEMENT SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS, REPRESENTATIONS AND WARRANTIES AND PREVAILS OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, PURCHASE ORDER, ACKNOWLEDGMENT, OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER DURING THE TERM OF THIS AGREEMENT.