This License Agreement (this “Agreement”) is made and entered into as of the Effective Date by and between Protopia AI, Inc. (“Protopia”), a Delaware corporation, and the customer named on the Order Form attached hereto (“Customer”) and contains the terms and conditions that apply to Customer’s access to and use of the Software.  The parties hereby agree as follows:

1. Software.  “Software” means the Protopia software described in the Order Form, or any future Order Form mutually agreed to by the parties (each, an “Order Form”), including related materials and documentation. Except as otherwise expressly stated in an Order Form, the Software is in Source Code and/or library format at Protopia’s sole discretion.   “Source Code” means computer programming code, including all modules it contains, plus any associated interface definition files, scripts, instructions, and other materials used to control compilation and installation of an executable, all as they exist as of the Effective Date.

2. Term; License Fee; Taxes.  The “Initial Term” shall commence (a) on the Effective Date and shall continue for one year, if there is no Evaluation Period or (b) at the end of the Evaluation Period and shall continue for one year, if there is an Evaluation Period. Thereafter, this Agreement shall automatically renew for successive terms equal in duration to the Initial Term (each, a “Renewal Period” and, together with the Initial Term, the “Term”), subject to payment of all applicable Fees by Customer, unless either party gives written notice of non-renewal to the other party at least ninety (90) days before the conclusion of the Initial Term or applicable Renewal Term. If applicable the “Evaluation Period” shall commence on the Effective Data and shall continue for a period set forth in the Order Form.  Customer shall pay the License Fees as set forth in the applicable Order Form, payable Net 30 from the Effective Date.  All payments of License Fees and Professional Fees are non-refundable.  If Customer fails to pay any past due invoice, Protopia may charge interest on all past due invoices at a rate of 1.5% per month, or the highest rate allowed by applicable law, whichever is lower.  All fees exclude any and all taxes and similar fees now in force, enacted or imposed in the future on the transaction, delivery of the Software or Professional Services, including any sales, use or value added taxes, goods and services tax, consumption tax, customs duties or similar charges, but excluding withholding taxes and taxes solely based on Protopia’s net income, and Customer shall be responsible for payment of all such taxes, duties and charges, and any related penalties and interest arising from the payment of such amounts. If Customer is legally required to withhold any amounts to be paid to Protopia, Customer will deduct such taxes from the amount otherwise owed, pay the tax to the appropriate taxing authority, and provide to Protopia on a timely basis properly executed certificates, receipts or other documentation as evidence of such tax payment to the taxing authority, sufficient to permit Protopia to establish Protopia’s right to a credit for such taxes against Protopia’s income tax liability.  Customer shall provide Protopia with such assistance as Protopia shall reasonably request in connection with any application by Protopia to qualify for the benefit of a reduced rate of withholding taxation under the terms of any applicable income tax treaty.

3. Professional Services and Fees. Protopia shall provide Customer the Professional Services set forth in the applicable Order Form, if any. Customer shall pay the Professional Fees as set forth in the applicable Order Form, payable Net 30 unless otherwise stated in the applicable Order Form.
    
4. Termination. Either party may terminate this Agreement may terminated this Agreement upon providing the other party written notice at least thirty (30) days prior to the conclusion of the Evaluation Period.  In addition to the foregoing, either party may terminate this Agreement or an Order Form in the event the other party (a) materially breaches this Agreement or an Order Form and, if curable, has not cured such breach with thirty (30) days of receiving notice from the non-breaching party or (b) by either party in the event the other party becomes insolvent or bankrupt, becomes the subject of any proceedings under bankruptcy, insolvency or debtor’s relief law, has a receiver or manager appointed, makes an assignment for the benefit of creditors, or takes the benefit of any applicable law or statute in force for the winding up or liquidation of such party’s business. For the avoidance of doubt, Customer’s breach or violation of Sections  5 or 6 shall be a material breach, and Protopia may immediately terminate this Agreement without notice. This sentence and sections 1, 6-9, and 11-16 shall survive termination of this Agreement. For the avoidance of doubt, the termination of any Order Form shall not terminate this Agreement, and the termination of this Agreement shall terminate any then-current Order Form.

5. License.  If applicable, subject to the terms and conditions of this Agreement, during the Evaluation Period, Protopia grants Customer a temporary, personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Software solely for internal research and evaluation purposes. Following the Evaluation Period, if applicable, and subject to the terms and conditions of this Agreement, Protopia grants Customer personal, limited, non exclusive, non-transferable, non-sublicensable, revocable license to use the Software in a secure location solely for the internal business use within Customer’s systems, networks, and devices (the “Permitted Use”) in the Territory. Artificial intelligence and machine learning are rapidly evolving fields of study. Protopia is constantly working to improve the Software to make it more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, use of the Software may, in some situations, result in output that does not accurately reflect real people, places, or facts. When Customer uses the Software, Customer understands and agrees: (a) output may not always be accurate, and Customer should not rely on output from the Software as a sole source of truth or factual information, or as a substitute for professional advice; (b) Customer must evaluate output for accuracy and appropriateness for Customer’s use case, including using human review as appropriate, before using or sharing output from the Software;  (c) Customer must not use any output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them; and (d) the Software may provide incomplete, incorrect, or offensive output that does not represent Protopia’s views.

6. Source Code Protection.  In addition to the license limitations and confidentiality obligations set
   forth elsewhere in this Agreement, with respect to any Source Code provided to Customer hereunder: (a) Customer will not place, or make available, the Source Code on any computer network except for the secure networks owned or leased by Customer to be used solely for the benefit of Customer consistent with the license granted by Protopia hereunder; (b) Customer will not remove or export the Source Code from the United States; (c) the Source Code shall be installed only on computer systems that are password protected and otherwise secure to at least industry-leading software Source Code protection practices, and access to the Source Code files shall be restricted to personnel on a strictly need-to-know basis as further set forth in Section 8; (d) Customer shall ensure that any physical copies of the Source Code are protected under lock and key and are not permitted to be transferred to any other location without the express written agreement of Protopia; and (e) the Source Code will only be accessed or used by those employees of Customer who (i) have an authorized and appropriate need to access or use such Source Code, (ii) are bound by a written confidentiality agreement at least as protective as the confidentiality provisions set forth herein, and (iii) have not been convicted of any felonies or any crime involving theft, dishonesty, hacking, or misuse of data.  Customer shall maintain and, upon Protopia’s request, provide to Protopia, the names of all employees who have had access to the Source Code.

7. Restrictions.  Except as expressly authorized in this Agreement or by Protopia and in addition to the obligations set forth in Section 6, Customer will not, and will not permit any third party to: (a) access or use the Software for any other purpose other than the Permitted Use (including for any competitive analysis, commercial, professional, or other for-profit purposes); (b) copy the Software (except as required to run the Software and for reasonable backup purposes); (c) decompile, disassemble, translate or reverse engineer the Software or otherwise attempt to derive the Software, Source Code, algorithms, methods or techniques used or embodied in the Software, unless explicitly necessary for any Permitted Use; (d) modify, adapt, or create derivative works of the Software; (e) rent, lease, loan, resell, transfer, sublicense, display or distribute the Software to any third party; (f) use or offer any functionality of the Software on a service provider, service bureau, hosted, software as a service, or time sharing basis, provide or permit other individuals or entities to create Internet “links” to the Software, or “frame” or “mirror” the Software on any other server, or wireless or Internet-based device; (g) disclose to any third party the results of any benchmark tests or other evaluation of the Software, (h) remove, alter, obscure, cover or change any trademark, copyright or other proprietary notices, labels or markings from or on the Software; (i) use the Software to collect or store personal data about any person or entity; (j) use the Software to build a similar or competitive product or service; (k) interfere with or disrupt servers or networks connected to any website through which the Software provided; or (l) use the Software for any illegal, unauthorized or otherwise improper purposes.

8. Confidentiality.  Each party (the “Disclosing Party”) may from time to time during the Term disclose to the other party (the “Receiving Party”) certain confidential information regarding the Disclosing Party’s business, including technical, marketing, financial, employee, planning, results, usage statistics, data and other confidential or proprietary information (in aggregate or otherwise) that: (a) is in tangible form marked as “confidential” or “proprietary” or with a similar legend; (b) is in intangible form that is designated by the Disclosing Party as confidential at the time of disclosure; (c) based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential; or (d) is obtained or derived from analyzing, using, or interpreting any of (a), (b), or (c)  (“Confidential Information”).   For the avoidance of doubt, Protopia’s Confidential Information shall include the Software, Source Code, Feedback (as defined below) and any documentation or specifications. The Receiving Party shall only use the Confidential Information of the Disclosing Party only as necessary in performing such Receiving Party’s rights or obligations in this Agreement.  Neither party may disclose any of the other party’s Confidential Information to any third party without the other party’s prior written consent.  The Receiving Party agrees that it shall protect the Confidential Information of the other Party from unauthorized use, access, or disclosure in the same manner that the Receiving Party would use to protect its own confidential and proprietary information of a similar nature, and, in any event, with no less than a reasonable degree of care.  The Receiving Party’s obligations with respect to any Confidential Information of the Disclosing Party will terminate to the extent such information: (w) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (x) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (y) is at the time of receipt, or through no fault of the Receiving Party has become, generally available to the public; or (z) is independently developed by the Receiving Party without access or reference to, or use of, the Disclosing Party’s Confidential Information.  In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party; (ii) necessary for the Receiving Party to enforce its rights under this Agreement; or (iii) required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.  Notwithstanding the foregoing and subject to the terms and conditions set forth herein, a party may disclose the other party’s Confidential Information to its employees, contractors, and/or consultants and/or agents (collectively, “Personnel”) on a strict need to know basis and solely to exercise its rights and perform its obligations set forth in this Agreement.  Each party represents that such Personnel, either as a condition of employment or in order to obtain Confidential Information, are subject to non-disclosure obligations at least as restrictive as those contained in this Agreement.

9. Ownership.  All right, title, and interest in and to the Software, including any modifications, enhancements, or derivate works thereof, and all intellectual property embodied therein or related thereto, shall be and shall remain the sole and exclusive property of Protopia.  Except for the express limited license granted herein, Protopia does not grant to Customer any other licenses or rights, whether express or implied, to the Software or any other Protopia intellectual property. Customer hereby assigns and agrees to assign to Protopia all right, title, and interest in and to all feedback provided to Protopia that relates to the Software (“Feedback”).  All data, information and other content accessible through the Software (“Data”) are the sole responsibility of the party from whom such materials originated. Customer acknowledges and agrees that Customer, and not Protopia, is solely responsible for (a) all Data and input that Customer submits, uploads, transmits or otherwise makes available through the Software (“Customer Data”) and (ii) giving all required notices and obtaining all necessary consents and rights (including all required permissions from intellectual property holders) before submitting Customer Data and input through or to the Software.  Due to the nature of the Software and artificial intelligence generally, output may not be unique and other users may receive similar output from the Software.

10. Marketing Obligations.  Customer acknowledges and agrees to make commercially reasonable efforts to fulfill its obligations under this Agreement, including without limitation the marketing and promotional services described in the Order Form attached hereto, if any. The parties acknowledge and agree that any deadlines and/or time schedules provided for in the Order Form or otherwise agreed to in writing by the parties are of the essence. 
     
11. Indemnification for Claims. Protopia will indemnify, defend, and hold Customer and its officers, directors, employees, agents, assigns and successors (collectively, “Customer Indemnitees”) harmless from and against all third-party claims, demands, actions, proceedings or suits (collectively, “Claims”) brought against any Customer Indemnitee from and against any third-party loss, damage, expense, cost (including any reasonable fee for any attorney and any other professional and the cost of litigation) and liability (collectively, “Liabilities”) arising out of or relating to any such Claims, in connection with any of the following: (a) Protopia’s gross negligence or willful misconduct; or (b) use of the Software by Customer when used as expressly permitted by this Agreement, infringes or misappropriates any intellectual property right of any third party.  Notwithstanding the foregoing, Protopia will have no obligation under this Section 11 or otherwise with respect to any infringement or misappropriation claim based upon:  (x) any use of the Software not expressly permitted under this Agreement; (y) any use of the Software in combination with products, equipment, software, or data not made available by Protopia if such infringement or misappropriation would have been avoided without the combination with such other products, equipment, software or data; or (z) any modification of the Software by any person other than Protopia or its authorized agents or subcontractors.  Section 11 states Protopia’s sole liability and Customer’s exclusive remedy for all Claims.

12. Additional Provisions Regarding Intellectual Property Indemnification. If the Software becomes, or are likely to become, the subject of a Claim of intellectual property rights infringement or misappropriation, Protopia may, at its sole option and expense, either (a) procure the right for Customer to continue using the Software on substantially the same terms as provided in this Agreement; or (b) replace or modify the Software so that they become non-infringing (but any replacement or modified Software must contain materially equivalent functionality and performance). If, after first attempting (a) and (b), Protopia reasonably determines that neither (a) nor (b) above is possible, Protopia will notify Customer in writing and Customer shall either return and/or cease use of the allegedly infringing Software and receive a pro-rata refund of pre-paid fees for the allegedly infringing Software.

13. Disclaimer of Warranty.  THE SOFTWARE AND ANY SUPPORT, PROFESSIONAL SERVICES, CUSTOMER SERVICE, OR OTHER
    MATERIALS OR SERVICES RELATED THERETO ARE EXPERIMENTAL IN NATURE AND ARE PROVIDED TO CUSTOMER “AS IS”
    WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROTOPIA SPECIFICALLY
    DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, TITLE,
    ACCURACY OF DATA, NON-INFRINGEMENT, NON-INTERFERENCE, AND FITNESS FOR A PARTICULAR PURPOSE. PROTOPIA MAKES
    NO WARRANTY THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR FREE.

14. Limitation of Liability.  IN NO EVENT SHALL PROTOPIA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR
    CONSEQUENTIAL DAMAGES UNDER OR RELATED TO THIS AGREEMENT, EVEN IF PROTOPIA HAS BEEN ADVISED OF THE
    POSSIBILITY OF SUCH DAMAGES.  PROTOPIA’S AGGREGATE LIABILITY RELATED TO THIS AGREEMENT SHALL BE LIMITED TO
    $100.  THE PARTIES AGREE THAT THE LIABILITY AND WARRANTY LIMITATIONS SET FORTH IN THIS AGREEMENT ARE A
    REASONABLE ALLOCATION OF RISK AND LIABILITY CONSIDERING THE RESPECTIVE BENEFITS OBTAINED HEREUNDER.  THE
    FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY
    HEREIN.

15. Injunctive Relief.  A breach by Customer of its confidentiality obligations set forth in this Agreement will result in irreparable damage to Protopia for which there is no adequate remedy at law. Therefore, Protopia shall be entitled to seek injunctive and other equitable relief in addition to any other relief as may be obtainable, without the requirement of posting bond.

16. General.   The parties agree to remain silent regarding legal jurisdiction.  Customer shall not assign this Agreement in any manner, and any purported assignment shall be void.  Protopia may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. Customer shall comply in all respects with all U.S. and foreign export laws and regulations.  This Agreement constitutes the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior negotiations and understandings between the parties, both oral and written, regarding such subject matter.  Protopia reserves the right to modify this Agreement, at any time in its sole discretion, by posting a change of notice or updated terms on this URL or any successor thereto.  If any modification is unacceptable to Customer, Customer agrees that Customer’s sole recourse is to terminate this Agreement.  Customer’s continued access to and use of the Software following any modification of this Agreement shall constitute conclusive and binding acceptance to any modification or new terms.  If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.  This Agreement shall be fairly interpreted in accordance with its terms and conditions without any strict construction in favor of or against either of the parties.  This Agreement may be executed in counterparts, both of which together shall constitute one and the same instrument.  Facsimile signatures shall be treated the same as original signatures.