End User License Agreement

Definitions

• "AI Application" means Licensor's Cosmic Mind software and system, the concepts and techniques embodied and expressed in such programs and all support materials such as user manuals, documentation and the like. Cosmic Mind means the patent-pending Pansynapse software and system; the software and system is the exclusive intellectual property of Pansynapse Inc.
• "Carbon Credits" means any credits, offsets, allowances, or similar rights representing the reduction, avoidance, or removal of greenhouse gas emissions attributable to the use of the AI Application.
• "Environmental Attributes" means any and all credits, benefits, emissions reductions, offsets, and allowances, howsoever entitled, attributable to the use of the AI Application.
• "License" means this Agreement, in its entirety.
• "Update" means any revision that doesn't change the base functionality of the AI Application such as a defect fix or patch.

Grant of Non-Exclusive License

Pansynapse Inc. ("Licensor"), is a California corporation whose address is 202 W Lincoln Ave, Suite C, Orange, CA 92865, and hereby grants to you as Licensee ("Customer"), so long as you are in compliance with the terms hereof, a limited, non-exclusive, non-transferable and non-sublicensable license to use the AI Application solely for Customer's use. No other rights in and to the AI Application other than those granted herein, express or implied, are conveyed by Licensor to Customer.

The AI Application is proprietary and confidential to Licensor and its affiliates. No title or ownership in the AI Application is transferred to Customer. Title to all applicable rights in patents, copyrights, trademarks, trade secrets and any and all other intellectual property and/or proprietary rights in the AI Application shall remain with Licensor and its affiliates. Customer shall take appropriate action by instruction with its employees who are permitted access to the AI Application to fulfill its obligations hereunder.

All uses of Licensor's intellectual property shall inure to the benefit of Licensor. All ownership rights to any enhancements, modifications, developments, improvements and the like to the AI Application made by Customer shall belong solely to Licensor, including any derivative works, regardless of the degree of Customer's contribution. Except as otherwise provided herein, any rights or remedies granted hereunder to either party shall be in addition to, and not in lieu of, any other rights or remedies of such party at law or in equity. All rights not expressly granted to Customer under this License are retained by Licensor.

Reservation of Carbon Credits and Environmental Attributes

Licensor reserves all rights, title, and interest in and to any and all Carbon Credits and Environmental Attributes resulting from the use of the AI Application. Customer shall not claim, register, monetize, or otherwise benefit from any such credits or attributes. Customer agrees to provide Licensor with all data and cooperation reasonably necessary to support Licensor's claim to such credits or attributes. Licensor shall be the sole party in possession and control of all records for the purpose of capturing and monitoring the Carbon Credits for any audit or review.

Limitations

In consideration for the grant of the license and/or use of AI Application hereunder, you understand and agree that:

• In no event shall Customer be entitled to remove or tamper with any proprietary notices contained in the AI Application, or in or on any other product, component, or other AI Application item delivered by Licensor to Customer;
• Customer shall not modify, translate, reverse engineer, decompile, disassemble the AI Application or create derivative works based on the AI Application, or any portion thereof;
• If Customer attempts to use, copy, disclose, or transfer any portion of AI Application or any modification thereof or Licensor's intellectual property in a manner contrary to the terms of this License or in derogation of Licensor's rights, whether those rights are explicitly stated, determined by law, or otherwise, Licensor shall have the right, in addition to any other legal remedies available, to injunctive relief enjoining such acts, including but not limited to breaches relating to intellectual property or Carbon Credits, without the posting of bond, it being acknowledged by Customer that all other remedies are inadequate at law and cumulative;
• The AI Application is licensed as a service. Customer shall not remove any proprietary notices, labels or marks on the AI Application;
• If the AI Application is an upgrade from another product, this upgrade License supersedes any previous License; and
• Customer shall not use Licensor's, its resellers', suppliers' or Distributors' names, logos, or trademarks in any manner including, without limitation, in its advertising or marketing materials, except as expressly authorized by Licensor or as is necessary to affix the appropriate copyright and trademark notices as required herein. Customer shall not claim, register, monetize, or otherwise benefit from any Carbon Credits or Environmental Attributes resulting from use of the AI Application.

Warranty and AI Application Upgrades; Limitation of Liability

If any modifications are made to the AI Application by Customer; if Customer violates the terms of this License, then this warranty shall immediately be void and of no further force and effect. This warranty shall not apply if the AI Application is used on or in conjunction with AI Application other than that for which the AI Application was designed to be used.

Customer hereby acknowledges and agrees that Pansynapse Inc. will have no liability for any claim, suit, action, or proceeding that arises out of or results from Customer's use of the Application. Customer will waive any claims that Customer may have against Pansynapse, any of its affiliates, or officers, directors, employees, or agents of Pansynapse or any of its affiliates for Losses arising out of or resulting from any of the following: Customer's use of the Application; Customer's failure to comply with any applicable laws or regulations; any willful, fraudulent, or negligent acts or omissions of Customer; Customer's breach of any representation, warranty, or obligation of Customer set forth in this EULA or the underlying Agreement; a claim that any Application, App Content, or Customer's or use thereof infringes any Intellectual Property Right of a third party; and the use of any AI Application by a third party.

Nothing herein shall obligate Licensor to improve or otherwise support any AI Application licensed hereunder when and if Licensor shall no longer improve or support AI Application in the ordinary course of Licensor's ongoing business. All support, enhancements, modifications and updates delivered to Customer by Licensor, if any, shall be subject to the same protections, restrictions, limited warranty, and limitations on copying and tampering as set forth elsewhere herein.

Commencement of Actions

In the event of a dispute between the Customer and Licensor that cannot be resolved between them, the parties shall first escalate the dispute to the CEO for Customer and the CEO for Pansynapse Inc. for evaluation and resolution. If no resolution is achieved within thirty (30) days after such submission, then either party may submit their dispute to non-binding mediation prior to initiating litigation. Each party shall bear its own costs and expenses of participating in the mediation (including without limitation, attorneys' fees) and each party shall bear one-half (1/2) of the costs and expenses of the mediator. The matters discussed or revealed in the mediation session shall not be revealed in any subsequent litigation. In the event the matter is not resolved in the mediation, suit may be brought. Nothing in this Section 6 shall be deemed to limit a party's access to the court system to pursue a remedy that is limited to injunctive relief. This Agreement and any transaction between Customer and Licensor hereunder shall be governed by, construed and interpreted in accordance with the laws of the State of California. UNCITRAL shall not apply to this Agreement.

Force Majeure

Licensor shall not be liable for any default or delay in performance if caused, directly or indirectly, by acts of God, war, force of arms, fire, the elements, riot, labor disputes, terrorism, border issues, picketing or other labor controversies, sabotage, civil commotion, accidents, any governmental action, prohibition or regulation, delay in transportation facilities, shortage or breakdown of or inability to obtain or non-arrival of any labor, material or equipment used in the manufacture of the AI Application, failure of any party to perform any contract with Licensor relative to the production of the AI Application, or from any cause whatsoever beyond Licensor's control, whether or not such cause be similar or dissimilar to those enumerated. Licensor shall promptly notify Customer of the happening of any such contingency and of the contemplated effect thereof on the manufacture and delivery of the AI Application. The time for delivery specified herein shall be extended during the continuance of such conditions and for a reasonable time thereafter.

Licensor's Confidential Information

Any specifications, drawings, plans, notes, instructions, engineering notices, or technical data of Licensor furnished to Customer shall be deemed to be incorporated herein by reference the same as if fully set forth. Licensor shall at all times retain title to all such documents and intellectual property, proprietary and confidential information, and Customer shall not disclose same to any party other than Licensor or a party duly authorized by Licensor. Customer shall treat and maintain as confidential all technical information, know-how, trade secrets and intellectual property concerning the AI Application. Customer agrees not to disclose or provide any of the AI Application and its operation to any third party without Licensor's express written permission. Upon Licensor's request, Customer shall promptly return to Licensor all such documents and copies thereof. If Customer attempts to use, copy, disclose, or transfer any portion of the confidential information in a manner contrary to the terms of this License or in derogation of Licensor's rights, whether those rights are explicitly stated, determined by law, or otherwise, Licensor shall have the right, in addition to any other legal remedies available, without the posting of a bond, to injunctive relief enjoining such acts, it being acknowledged by Customer that all other remedies are inadequate and cumulative. Customer shall maintain accurate records of the use of the AI Application sufficient to verify any Carbon Credits or Environmental Attributes generated. Licensor shall have the right, upon reasonable notice, to audit such records to confirm compliance with this Agreement. All data generated by or input into the AI Application in connection with Customer's use shall be owned by Licensor, except for any Customer data expressly excluded by law. Any feedback, suggestions, or improvements provided by Customer shall become the exclusive property of Licensor.

Limitation on Assignment

Compliance with Laws

Customer shall ensure that its personnel are, at all times, educated and trained in the proper use and/or operation of the AI Application and that the AI Application are used in accordance with any and all applicable manuals, documentation and instructions. In addition to the foregoing, Customer shall comply with all applicable (present and future) federal, state and local, USA and foreign (any country, jurisdiction or place where the goods are shipped, delivered and/or located) laws, including but not limited to environmental protection laws and regulations governing the generation, use, and transfer of Carbon Credits and Environmental Attributes, executive orders, rules, ordinances, regulations and the like governing the performance of this License, including without limitation, those similar to the Occupational Safety and Health Act, the Fair Labor Standards Act, Toxic Substance Control Act, Equal Employment Opportunity, Workers Compensation, Export Control, Foreign Corrupt Practices, Anti-Boycott, child labor, prison labor, forced labor and environmental protection laws and any other laws on the possession, disposal or transportation of hazardous materials. Customer shall indemnify and hold Licensor harmless against all losses, claims, suits, penalties, liabilities, damages, judgments, costs and expenses, including attorneys' fees, as incurred, arising out of Customer's failure to comply with this Section, or any applicable federal, state or local, ordinance, regulation, statute, rule or order, USA or foreign. Customer shall obtain and pay for any license, permit, inspection or listing by any public body or certification organization required in connection with the manufacture, performance, completion or delivery of any AI Application.

Customer's Default

If Customer defaults in the performance of any of its obligations hereunder, or becomes subject to insolvency, receivership, or bankruptcy proceedings, or makes an assignment for the benefit of creditors, or without Licensor's written consent, sells, transfers, leases, or permits any lien or attachment on the AI Application then Licensor may treat any unpaid balance of the price as immediately due and payable and exercise any and all rights of a secured creditor under the laws of the State of California.

Termination

If Customer fails to comply with any of the terms and conditions of this License, including, but not limited to, failing to make any required payments to Distributor and/or Licensor, or breaches any provision relating to intellectual property or Carbon Credits, Licensor may, upon its election and in addition to any other remedies that it may have, at any time, terminate the license or permission which forms a part of this License, or terminate this License in its entirety by giving immediate notice to Customer. Except as specifically provided in this License, upon termination of any license or permission granted by Licensor pursuant to this License or upon termination of this License in its entirety, there shall be no obligation to refund any fees.

Entire Agreement

This document, together with any information or documents incorporated herein by reference, any annexes, appendices and/or exhibits attached hereto, contains the entire agreement between Licensor and Customer and constitutes the final, complete and exclusive expression of the terms of the License, all prior or contemporaneous written or oral agreements or negotiations with respect to the subject matter hereof being merged herein. Any later Customer correspondence, purchase orders and the like shall have no effect. None of the provisions of this License shall be deemed to have been waived by any act of or acquiescence on the part of Licensor, its agents, or employees, but only by an instrument in writing signed by an authorized representative of Licensor. No waiver by Licensor of any provisions of this License shall constitute a waiver of any other provision or of the same provision on another occasion. This License may be amended only in writing signed by each of the parties hereto. If any provision or portion thereof of this License is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions or portions of this License shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Neither receipt, acknowledgement and/or return of a copy of Customer's purchase order or other form, irrespective of its terms, nor the filling and shipment of any such order, shall constitute acceptance of any conflicting, inconsistent or additional terms, nor shall they in any way operate to modify or change the full effect of this License.

Governing Law

This License shall be governed by the laws of the State of California, USA, without regard to choice of law rules, and Customer hereby submits to the jurisdiction of the federal and state courts located in said State and the County of San Diego. The official text of the Agreement and any Addendum or any notices given on accounts or statements required hereby shall be in English. An action by Customer arising out of or related to this License shall be commenced within one (1) year from the date the right, claim, demand or cause of action shall first occur, or be barred forever.

U.S. Government End-Users

The AI Application is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer AI Application" and "commercial computer AI Application documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995), and is provided to the U.S. Government only as a commercial end item. Government end users acquire the AI Application under the following terms: (i) for acquisition by or on behalf of civilian agencies, consistent with the terms set forth in 48 C.F.R. 12.212 (SEPT 1995); or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent with the terms set forth in 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995).

Miscellaneous