Weavy License Agreement

This License Agreement ("Agreement") is a legal agreement between you ("You" or "Licensee") and Mindroute Incentive USA Inc. DBA Weavy ("Incentive Inc." or "Licensor").

1 Scope of the Agreement

This Agreement governs your initial agreement terms as well as any future extensions, modifications or amendments to this Agreement.

2 License

Subject to Licensees compliance with the terms and conditions of this Agreement, Licensor hereby grants Licensee a non-transferable, non-sublicensable, non-exclusive license (a) to integrate the Licensed Software (as defined elsewhere in this Agreement) with Licensee's family of products, applications, and services to create integrated service offerings that integrate and/or incorporate the Licensed Software with Licensee's applications (the "Integrated Offerings"); (b) to commercialize, distribute, and sell the Integrated Offerings to customers worldwide; (c) to use the Licensed Software internally to create a non-commercial lab/testing environment; and (d) to use the Licensed Software to provide maintenance and support services to customers of the Integrated Offerings (collectively, the "License").

3 License Terms

3.1 License Rights

3.1.1 Authorized Use

You are authorized to embed Weavy into your own app and provide the combined solution to your customers.

You are responsible for compliance with this Agreement by all Authorized Users. All use of Weavy by you and your Authorized Users must be within the Scope of the Agreement and solely for the benefit of you or your Affiliates. You will host Weavy in your own infrastructure.

3.1.2 Granted License

Subject to the terms and conditions of this Agreement, You have been granted the License as long as You are current with any and all fees.

4 Support and Maintenance

We will provide the support and maintenance services for Weavy ("Support and Maintenance") described in the Support Policy as long as You are current with any and all fees.

The Support Policy may be modified by Incentive Inc. from time to time to reflect process improvements or changing practices.

Support and Maintenance for Software includes access to New Releases (defined below), if and when available. You may use any New Releases that we provide to You during a valid support term in the same way that you use Weavy, and New Releases shall be included in the definition of Software once released to You. "New Releases" are bug fixes, patches, major and minor releases, or any other changes, enhancements, or modifications to Weavy that we make generally commercially available.

5 Delivery and Payment

5.1 Payment process

You may pay your license fee online through www.weavy.com to Incentive Inc.

5.2 Taxes

Your payments under this Agreement exclude any taxes or duties payable in respect to the jurisdiction where any of Your applications was sold. Incentive Inc. shall not be responsible for any taxes related to the sales of any of Your applications or any other of Your taxes related to this Agreement or the services provded hereunder.

6 Restrictions

Except as otherwise expressly permitted in this Agreement, you will not: (a) rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense, transfer, or provide access to Weavy to a third party, (b) use Weavy for the benefit of any third party, (c) incorporate Weavy or service you provide to a third party, (d) interfere with any license key mechanism in Weavy or otherwise circumvent mechanisms in Weavy intended to limit your use, (e) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Weavy, except as permitted by law, (f) remove or obscure any proprietary or other notices contained in any Weavy, or (g) publicly disseminate information regarding the performance of Weavy.

7 License Certifications and Audits

Upon the reasonable request of Incentive, Inc, You agree to provide a signed certification that you are using Weavy pursuant to the terms of this Agreement, including the Scope of the Agreement. You agree to allow Incentive, Inc., or our authorized agent, to audit your use of Weavy at the expense of Incentive, Inc. We will provide you with at least 14 days advance notice prior to the audit, and the audit will be conducted during normal business hours.

8 Ownership and Feedback

Weavy is made available on a limited license or access basis, and no ownership right is conveyed to pursuant to this Agreement other than the License granted hereunder. Incentive Inc. retains all right, title, and interest, including all intellectual property rights, in and to Weavy and any updates thereto, including the "look and feel", and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for Incentive Inc., including without limitation as they may incorporate Feedback (defined below).

From time to time, You may choose to submit comments, information, questions, data, ideas, description of processes, or other information to Incentive Inc. ("Feedback"). Incentive Inc. may, in connection with Weavy or any Support and Maintenance services, freely use, copy, disclose, license, distribute, and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in this Agreement limits Incentive Inc.'s right to independently use, develop, evaluate, or market Weavy, whether incorporating Feedback or otherwise.

9 Confidentiality

Except as otherwise set forth in this Agreement, each party agrees that all code, inventions, know-how, business, technical, and financial information disclosed to such party ("Receiving Party") by the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure. Any Incentive Inc. Technology and any performance information relating to Weavy shall be deemed Confidential Information of Incentive Inc. without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party's nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law. For the avoidance of doubt, this Section shall not operate as a separate warranty with respect to the operation of any Weavy.

10 Terms and Termination

This Agreement is in effect for as long as You have a valid License, unless sooner terminated as permitted in this Agreement. Either party may terminate this Agreement before the expiration of the Term if the other party materially breaches any of the terms of this Agreement and does not cure the breach within thirty (30) days after written notice of such breach. Either party may also terminate the Agreement before the expiration of the Term (a) if the other party ceases to operate, declares bankruptcy, or becomes insolvent or otherwise unable to meet its financial obligations, or (b) with 30 days written notice to the other party. Upon termination of this Agreement, You will not be entitled to further use of the Weavy technology in any form or for any purpose. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. Once the Agreement terminates, You will no longer have any right to use or access to Weavy or any information or materials that we make available to You under this Agreement, including Incentive Inc. Confidential Information. You are required to delete any of the foregoing from your systems as applicable (including any third party systems operated on your behalf) and provide written certification to us that You have done so at our request. You will also be required to pay any fees accrued but unpaid as of the date of the termination.

11 Warranty and Disclaimer

11.1 Due Authority

Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that, if You are an entity, this Agreement and each Order is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Agreement.

11.2 Warrant Disclaimer

WEAVY IS PROVIDED "AS IS", AND INCENTIVE INC. AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. INCENTIVE INC. SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF INCENTIVE INC.. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER INCENTIVE INC. NOR ANY OF ITS THIRD PARTY SUPPLIERS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY WEAVY OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF WEAVY WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) WEAVY WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (C) WEAVY (OR ANY WEAVY, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH WEAVY) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS); (D) ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) WEAVY (OR ANY SERVER(S) THAT MAKE A HOSTED SERVICE AVAILABLE) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

12 Limitation of Liability

NEITHER PARTY (NOR ITS SUPPLIERS) SHALL BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NEITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER SHALL EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO INCENTIVE INC FOR WEAVY AND SUPPORT AND MAINTENANCE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM. THE PARTIES AGREE THAT THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

13 Publicity Rights

We may identify You as an Incentive Inc. customer in our promotional materials. You may request that we stop doing so by submitting an email to info@weavy.com at any time. Please note that it may take us up to 30 days to process your request.

14 Dispute Resolution

14.1 Dispute Resolution; Arbitration

In the event of any controversy or claim arising out of or relating to this Agreement, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of 60 days, any unresolved controversy or claim arising out of or relating to this Agreement shall proceed to binding arbitration under the Rules of Arbitration of the International Chamber of Commerce. The parties shall seek to mutually appoint an arbitrator. If the parties cannot agree on a single arbitrator, then there shall be three (3) arbitrators: one selected by each party, and a third selected by the first two. Arbitration will take place In one of the following cities as mutually agreed between the parties: Stockholm (Sweden) or Los Angeles, CA (USA). If the parties are unable to agree to one of these cities, then the arbitration shall proceed in Los Angeles, CA (USA). All negotiations and arbitration proceedings pursuant to this Section will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions. The language of the arbitration shall be English.

14.2 Governing Law; Jurisdiction

This Agreement will be governed by and construed in accordance with the applicable laws of the State of Delaware, USA, without giving effect to the principles of that State relating to conflicts of laws. Each party irrevocably agrees that any legal action, suit, or proceeding that is not otherwise subject to the arbitration provisions of Section 24.1 (Dispute Resolution; Arbitration) must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the State or Federal court in Georgetown, Delaware (USA), and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in Georgetown, Delaware, USA, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. Notwithstanding the foregoing, Incentive Inc. may bring a claim for equitable relief in any court with proper jurisdiction.

14.3 Injunctive Relief; Enforcement

Nothing in this Agreement shall prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations, or enforcement or recognition of any award or order in any appropriate jurisdiction.

14.4 Exclusion of UN Convention and UCITA

The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement regardless of when or where adopted.

15 General Data Protection Regulation (GDPR)

GDPR is a regulation that requires businesses to protect the personal data and privacy of EU citizens for transactions that occur within EU member states. Your acceptance of this agreement certifies that you are aware of the requirements of the GDPR regulation and will ensure that your use of Weavy will comply with these requirements.

16 Changes to this Agreement

Incentive Inc. may update or modify this Agreement from time to time, including any referenced policies and other documents. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you (by, for example, sending an email to the billing or technical contact you designate in the applicable Order, posting on our blog, through your Incentive Inc. account, or in Weavy itself).

If we modify the Agreement during your License Term or Subscription Term, the modified version will be effective upon your next renewal of a License Term, Support and Maintenance term, or Subscription Term, as applicable. In this case, if You object to the updated Agreement, as your exclusive remedy, You may choose not to renew, including cancelling any terms set to auto-renew. If you do not agree to the updated Agreement after it becomes effective, You will no longer have a right to use Weavy. For the avoidance of doubt, any Order is subject to the version of the Agreement in effect at the time of the Order.

17 General Provisions

Any notice under this Agreement must be given in writing. We may provide notice to you via email or through your account. Our notices to you will be deemed given upon the first business day after we send it. You may provide notice to us by post to Mindroute Incentive USA Inc. 551 33rd Street, Manhattan Beach, CA 90266, Attn: General Counsel. Your notices to us will be deemed given upon our receipt. You may not assign this Agreement without our prior written consent. If you are an agency, department, or other entity of the United States Government, the use, duplication, release, modification, disclosure, or transfer of Weavy, or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. Weavy was developed fully at private expense.

This Agreement is the entire agreement between You and Incentive Inc. relating to Weavy and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to Weavy or any other subject matter covered by this Agreement. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. This Agreement may not be modified or amended by you without our written agreement (which may be withheld in our complete discretion without any requirement to provide any explanation).

As used herein, "including" (and its variants) means "including without limitation" (and its variants). No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. The parties are independent contractors. This Agreement shall not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give one party the express or implied right, power or authority to create any duty or obligation of the other party.