SOFTWARE DEVELOPMENT KIT LICENSE AGREEMENT

This Software Development Kit License Agreement (this “Agreement”) is a legal agreement between you (“you”, “your”) and Gravy Analytics, Inc. (“Gravy,” “we,” “our,” and “us”) which governs your rights and responsibilities with respect to your access to and use of our SDK, and our rights to use any Licensed Data provided to us through your use of the SDK. Gravy and you may hereinafter individually be referred to as a “party” and collectively as “parties.”

1. ACCEPTANCE OF TERMS

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SDK.

BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SDK, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU, OR ANY ENTITY YOU REPRESENT, DO NOT AGREE TO ANY OF THE PROVISIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE SDK.

If you are agreeing to be bound by this Agreement as an individual, you represent and warrant that you are of the legal age of majority in the jurisdiction in which you reside and have the right and authority to agree to this Agreement. If you are agreeing to be bound by this Agreement on behalf of your employer or other entity, you represent and warrant that you have legal authority to bind such employer or other entity to this Agreement.

2. LICENSE GRANTS AND RESTRICTIONS

(a) SDK License Grant. Subject to your compliance with the terms of this Agreement, Gravy grants you a limited, non-exclusive, revocable, non-sublicensable and non-transferable license to install, deploy, and use the SDK as provided by Gravy solely to: (i) allow Gravy to access, collect, receive and transmit Licensed Data; and (ii) to allow you to connect with, and transmit Licensed Data to Gravy Products and services. Subject to the terms of this Agreement, you have the right to incorporate the SDK into your Platform.

(b) Licensed Data. Subject to the terms and conditions of this Agreement, you hereby grant Gravy a world-wide, non-exclusive, perpetual, unlimited right and license to copy, republish, display, license, sublicense, store, sell, distribute, reformat, modify, reconfigure, and/or incorporate all or any part of the Licensed Data provided hereunder in Gravy’s own proprietary database(s) or dataset(s) and in Gravy Products.

(c) Restrictions. You agree you shall not, and shall ensure that your affiliates, employees, agents, representatives, officers, representatives, and subcontractors do not (directly or indirectly):

(i) copy the SDK (except as expressly permitted by this Agreement or as otherwise expressly permitted in writing by Gravy) or decompile, reverse engineer, disassemble or attempt to derive the source code of, those components of the SDK provided in object code form, or any part thereof;

(ii) remove, alter, or obscure any copyright notice or other proprietary rights notice on any part of the SDK;

(iii) sell, assign, pledge, rent, lease, lend, redistribute, or sublicense the SDK (or any part thereof);

(iv) disclose to any third party or permit any third party to access, use, or execute the SDK, or any part thereof (except by Users of the Platform with respect to components of the SDK that are embedded in the Platform) or alter, modify, customize or improve the SDK, or any part thereof;

(v) use the SDK (or any part thereof) for any illegal purpose, in any manner that is inconsistent with the terms of this Agreement, or to engage in any illegal activity;

(vi) use the SDK (or any part thereof) in violation of any applicable laws, rules, or regulations;

(vii) use the SDK (or any part thereof) in any manner that interferes with or damages the operation of any Gravy Products; or

(viii) use the SDK or any information contained therein or otherwise provided by Gravy for the purpose of developing, or having developed, any product competitive with any Gravy Products, as determined by Gravy in its sole discretion.

3. UPDATES AND SUPPORT

Gravy may update, extend, enhance, or otherwise modify the SDK (or any part thereof) at any time, in its sole discretion, and without notice to you, including any automatic updates to the SDK which are delivered to you; provided, that nothing in this Agreement will obligate Gravy to provide you with any such updates, extensions, enhancements, or modifications. Nothing in this Agreement requires Gravy or its licensors to provide any maintenance, technical, or other support for the SDK (or any part thereof).

4. OWNERSHIP

You acknowledge you will not have any rights in or to the SDK or to any Gravy Products, except as expressly granted in this Agreement. Gravy retains all copyright, patent, and other intellectual property rights in and to the SDK and Gravy Products, and reserves all other rights in and to the SDK and Gravy Products not expressly granted to you in this Agreement. Gravy acknowledges that this Agreement does not give Gravy any ownership interest in your Platform or to the data collected through your Users’ use of your Platform, unless it otherwise constitutes Licensed Data hereunder.

5. REPRESENTATIONS & WARRANTIES

(a) Gravy. Gravy represents and warrants that it is a corporation duly organized and validly existing under the laws of the State of Delaware; that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; and that Gravy’s provision of the SDK or use of the Licensed Data shall not violate, conflict with, or result in a material default under any other agreement, including confidentiality agreements between Gravy and third parties. Gravy represents and warrants that the SDK is its sole property and that Gravy has all the requisite ownership, rights, authority, and licenses to grant all rights under this Agreement.

(b) You. You represent and warrant that your business entity is duly organized and validly existing under the laws of the state, country or jurisdiction of its formation, registration or incorporation, as applicable; that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder (including without limitation, the legal right and, where applicable, the necessary authorization or legal basis required to transmit to, or provide Gravy with, access to the Licensed Data for the purposes set forth in this Agreement); and that your performance of this Agreement, shall not violate, conflict with, or result in a material default under any other agreement, including confidentiality agreements between you and third parties. You further represent that (i) the license granted hereunder does not violate any agreements, regulations, or privacy or data security laws and regulations, or otherwise infringes upon any patent, copyright, trademark or other intellectual property rights of any third party, (ii) you have the right to collect the Licensed Data from your Users and have the right to license, sell and/or transfer rights in and to the Licensed Data to third parties, and specifically have the right to provide such Licensed Data to Gravy for the purposes of this Agreement; (iii) your data collection and data usage practices with respect to the Licensed Data are disclosed to Users of your Platform through your terms and conditions, terms of use, and privacy statement; (iv) your application, and the collection of the Licensed Data and delivery of the Licensed Data to Gravy, complies with any and all rules or guidelines established by any operating system provider / app store owner, or other third party application distribution platform, as applicable, (v) you require Users of your Platforms to affirmatively opt in to permit you to collect GPS location data regarding such Users; (vi) to the extent that you are collecting any data from a mobile application, you follow industry best practices and honor applicable mobile advertising opt-outs set on the mobile device, and (vii) you will comply with all other applicable laws, statutes, rules and regulations, including, without limitation, those relating to privacy, confidentiality, protection of personal data, applicable to the performance of this Agreement.

6. WARRANTY DISCLAIMER

OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES STATED IN ABOVE, GRAVY MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO THE SDK, WHICH IS OTHERWISE PROVIDED “AS IS” AND “AS AVAILABLE”. ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USE OF TRADE, ARE HEREBY EXPRESSLY DISCLAIMED, AND ANY STATEMENTS OR REPRESENTATIONS MADE BY ANY OTHER PERSON OR FIRM ARE VOID. YOU AKNOWLEDGE THAT GRAVY DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OR USE OF THE SDK (OR ANY PART THEREOF), THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE SDK (OR ANY PART THEREOF) WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SDK (OR ANY PART THEREOF) WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SDK AND ANY SERVICES ACCESSED AND/OR CONFIGURED THROUGH THE SDK (OR ANY PART THEREOF), WILL CONTINUE TO BE MADE AVAILABLE, THAT THE SDK (OR ANY PART THEREOF) WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS, OR SERVICES, OR THAT DEFECTS IN THE SDK (OR ANY PART THEREOF) WILL BE CORRECTED.

7. TERMINATION

Gravy reserves the right to terminate this Agreement at any time. Upon the termination of this Agreement, you will cease all use of the SDK (or any part thereof) and destroy all copies, full or partial, of the SDK. Upon expiration or termination of this Agreement, Gravy shall no longer be entitled to receive any Updates to such Licensed Data. All other terms that by their nature survive termination of this Agreement, shall survive such termination.

8. PRIVACY & SECURITY

(a) Your Online Privacy Obligations

You agree that you will maintain a prominent link to your online privacy notice on your website(s) and any online webpages, or other applicable Platforms, where you collect data that may be shared under this Agreement. Such privacy notices will comply with all applicable then-current laws, regulations and industry best practices, such as the Digital Advertising Alliance’s Self-Regulatory Principles for Online Behavioral Data and Multi-Site Data. Such privacy notice will include, at a minimum, (i) a right for the User to opt in to, and expressly consent to the collection of data, (ii) a full, accurate and clear disclosure regarding the placement, use and reading of cookies and related technologies, and (iii) the collection, sharing and use of data in relation to any activity by Users, including that third parties may receive data directly from you for their own use and that such data is subject to their own privacy policies. Such privacy notice shall also state: (i) that demographic or other interest data may be associated with User’s browsers or devices; (ii) that such data may be used for the purpose of serving Users advertising targeted based on their presumed interests; and (iii) that Users may learn more about behavioral advertising and how to opt out of this type of advertising from the Digital Advertising Alliance at www.aboutads.info and Networking Advertising Initiative at www.networkadvertising.org/choices/. Gravy may revise the below model language from time to time. Upon notice from Gravy, you agree to update your online privacy notice to conform to any revisions.

Your online privacy policy must contain language materially similar to the following:

“We allow third-party companies to collect certain information when you visit our web site or use our mobile application(s). These companies may utilize cookies, pixels or other technologies to collect and use information (e.g., hashed data, mobile advertiser ID, click stream information, browser type, time and date, subject of advertisements clicked or scrolled over, location data) during your visits to this web site or mobile application in order to understand your interests, and/or provide advertisements about goods and services likely to be of greater interest to you, and/or perform location data analytics. To learn more about this behavioral advertising practice or to opt-out of this type of advertising, you can visit the websites of the Digital Advertising Alliance at www.aboutads.info and Networking Advertising Initiative at www.networkadvertising.org/choices/.”

9. CONFIDENTIALITY

“Confidential Information” shall mean all confidential or proprietary technical or business information of a party furnished by such party (the “Discloser”) in writing or orally to the other party (the “Recipient”), including without limitation (i) software code, proposals, ideas, inventions, algorithms, trade secrets, or research related to current products, new products, new features or services; and (ii) financial statements and other financial information. The Recipient agrees to hold the Discloser’s Confidential Information in strict confidence using commercially reasonable precautions, which precautions will be at least equivalent to those taken by Recipient to protect its own Confidential Information, but in no event less than reasonable. Except as required by law, court order, or as necessary to perform under this Agreement, Recipient will not disclose the Discloser’s Confidential Information or use such Confidential Information for its own benefit or for the benefit of any third party. Recipient shall have no obligation of confidentiality with respect to any of Discloser’s information which Recipient can show: (i) was in the public domain at or subsequent to the time it was communicated to Recipient by Discloser through no fault of Recipient; (ii) was rightfully in Recipient’s possession free of any obligation of confidence at or subsequent to the time it was communicated to Recipient by Discloser; (iii) was independently developed by Recipient without reference to any of Discloser’s Confidential Information; or (iv) was communicated by the Discloser to an unaffiliated third party free of any obligation of confidence. Recipient shall be permitted to disclose Confidential Information to its affiliates, officers, directors, employees, consultants, and agents (the “Representatives”), provided Recipient is responsible for any breach of this Section by its Representatives. Any breach of this section will cause Discloser and/or its licensors irreparable injury for which there are inadequate remedies at law, and therefore, Discloser will be entitled to equitable relief, including, without limitation, injunctive relief, in addition to any and all other remedies available at law and in equity under contract, including under this Agreement, or otherwise.

10. INDEMNIFICATION

(a) Indemnification by You.To the extent permitted by applicable law, you agree to indemnify, defend and hold harmless Gravy, its affiliates and each of their directors, officers, employees, independent contractors, and agents (each a “Gravy Indemnified Party”) from any and all claims, losses, liabilities, damages, expenses, and costs (including without limitation attorneys’ fees and court costs) (collectively, “Losses”) brought by a third party against Gravy arising as a result of (i) your non-compliance with any terms of this Agreement; (ii) your use of the SDK (or any part thereof); including any claim that the SDK in your Platform infringes the copyright, trademark, trade secret or other intellectual property right of a third party, (iii) any negligent or unlawful act by you in the performance of this Agreement, or (iv) violation of applicable laws.

(b) Indemnification by Gravy. Gravy shall indemnify you for all Losses arising from a claim brought by a third party that the SDK provided to you hereunder infringes, or otherwise misappropriates the intellectual property rights of a third party. Notwithstanding the foregoing, Gravy shall have no responsibility for such infringement claim to the extent such claim arises from your combination, or modification of the SDK with your Platform or any other of your services, or use of the SDK other than as expressly permitted hereunder. If in Gravy’s reasonable discretion the SDK is likely to become the subject of an infringement or misappropriation claim or proceeding, Gravy shall, (i) secure the right to continue using the SDK, or (ii) replace or modify the SDK so that it is no longer infringing. If Gravy cannot reasonably accomplish either of these actions, then Gravy shall have a right to terminate this Agreement. This section states your sole and exclusive remedy for Gravy’s infringement or misappropriation of intellectual property of a third party.

(c) Procedure. The indemnified party shall give prompt notice to the indemnifying party of the claim, provided, however, that the indemnified party’s failure to provide notification shall not affect the indemnifying party’s indemnification obligations except to the extent that the failure to notify delays or prejudices the indemnifying party’s ability to defend the applicable claim. The indemnifying party shall conduct the defense and shall have control of the litigation, and the indemnified party shall cooperate in defending against the claim. The indemnified party shall have the right, at any time and at its own expense, to participate in the defense of the claim with counsel of its own choosing. The indemnifying party shall not make any settlement of the claim that results in any liability or imposes any obligation on the indemnified party without the prior written consent of the indemnified party.

11. LIMITATION OF LIABILITY

IN NO EVENT WILL GRAVY OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES INCLUDING DAMAGES FOR ANY LOST PROFITS, LOST SAVINGS, LOSS OF DATA, COSTS, FEES OR EXPENSES OF ANY KIND OR NATURE ARISING OUT OF ANY PROVISION OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE ITEMS IN THE SDK, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF GRAVY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL GRAVY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED ONE HUNDRED DOLLARS ($100.00).

12. MODIFICATIONS

Gravy reserves the right, from time to time, with or without notice to you, to make revisions to this Agreement in our sole and absolute discretion. The most current version of this Agreement will supersede all previous versions and shall be made available on the website where the SDK is made available, or by such other means as Gravy may determine in its discretion. Any modified versions of this Agreement hereto shall take effect from the time that it is made available. You shall be responsible for regularly checking for notice of any such modifications. You agree that your continued use of the SDK and continued provision of Licensed Data constitutes your agreement to the modified Agreement. We may also ask you to acknowledge your acceptance of the modified terms through an electronic click-through or other means of acceptance. This Agreement otherwise may not be amended except through mutual agreement by you and a Gravy representative who intends to amend this Agreement and is duly authorized to agree to such an amendment.

13. GENERAL

(a) Assignment.This Agreement may not be assigned, nor may any of your obligations under this Agreement be delegated, in whole or in part, by you by operation of law, merger, or any other means without Gravy’s express prior written consent and any attempted assignment without such consent will be null and void.

(b) Export Control. You may not use or otherwise export or re-export the SDK (or any part thereof) except as authorized by United States law and the laws of the jurisdiction(s) in which the SDK (or any part thereof) was obtained. In particular, but without limitation, the SDK may not be exported or re-exported (i) into any U.S. embargoed countries or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the SDK (or any part thereof), you represent and warrant that you are not located in any such country or on any such list.

(c) Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and construed and interpreted in accordance with the laws of the Commonwealth of Virginia, exclusive of conflict or choice-of-law rules, and the parties hereby consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in Loudon County, in the Commonwealth of Virginia. IN THE EVENT OF ANY DISPUTE BETWEEN THE PARTIES, WHETHER IT RESULTS IN PROCEEDINGS IN ANY COURT IN ANY JURISDICTION, THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY, AND HAVING HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL, WAIVE ALL RIGHTS TO TRIAL BY JURY OR CLASS ACTION, AND AGREE THAT ANY AND ALL MATTERS SHALL BE DECIDED BY A JUDGE WITHOUT A JURY TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. To the extent applicable, in the event of any lawsuit between the parties arising out of or related to this Agreement, the parties agree to prepare and to timely file in the applicable court a mutual consent to waive any statutory or other requirements for a trial by jury.

(d) Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations is delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, sabotage of material or supplier or any other cause beyond the control of such party.

(e) It is agreed that the rights and remedies herein provided to Gravy in case of breach, threatened breach, or default by you of this Agreement are cumulative and without prejudice to any other rights and remedies that Gravy may have by reason of such default or breach by you at law, in equity, under contract, including, without limitation, this Agreement, or otherwise, all of which are hereby expressly reserved.

(f) Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof will be unaffected and remain in full force and effect.

(g) Complete Agreement. This Agreement and the Gravy privacy policy and privacy notices constitute the entire agreement between you and us relating to the use of the SDK (or any part thereof) licensed hereunder and your provision of Licensed Data, and shall supersede all prior or contemporaneous understandings regarding such subject matter.

(h) Relationship of the Parties. This Agreement will not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between you and Gravy, and you will not represent to the contrary, whether expressly, by implication, appearance, or otherwise.

(i) Waiver and Construction. Failure by Gravy to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Any laws or regulations that provide that the language of a contract will be construed against the drafter will not apply to this Agreement. Section headings are for convenience only and are not to be considered in construing or interpreting this Agreement.

14. DEFINITIONS

(a) “AdmitOne” means Gravy’s proprietary attendance data verification platform technology.

(b) “Effective Date” means the date on which you accepted this Agreement or commence use of the SDK, whichever is earlier.

(c) “Gravy Products” means any proprietary database or dataset compiled, developed and maintained by Gravy into which any Licensed Data is incorporated pursuant to this Agreement (for the sake of clarity, “Licensed Product” may contain data from other sources), including, but not limited to, AdmitOne.

(d) “SDK” means the software development kit, any enhancements of the foregoing, provided to Android and IOS mobile app developers, which allow for seamless communication between such developer’s Platform and AdmitOne, in order to provide Gravy with Licensed Data collected through Users’ use of the Platform. Reference to the SDK in this Agreement shall also include any additional documentation, software code, or other materials made available by Gravy to you under this Agreement.

(e) “Licensed Data” means any and all data that is provided to Gravy by you or that is provided directly to Gravy through Users’ use of the Platform, including but not limited to, location signals.

(f) “Platform” means any electronic device, mobile application, software or operating system employed by you to engage with your Users.

(g) “Updates” means any revisions of, additions to, or deletions from the Licensed Data made available to Gravy by you.

(h) “User” means any unique individual who uses any Platform to engage with your applications.