KODE Labs, INC. ("KODE") HAS DEVELOPED A SOFTWARE APPLICATION AND VISUALIZATION TOOLS FOR MANAGING FACILITIES DATA COMMERCIALLY KNOWN AS "KODE BUILDING OS" KODE IS WILLING TO PROVIDE A LIMITED LICENSE OF THE SOFTWARE THAT ACCOMPANIES THIS END USER LICENSE AGREEMENT TOGETHER WITH THE PRINTED OR ONLINE DOCUMENTATION FURNISHED BY KODE IN CONJUNCTION WITHIT TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS AGREEMENT. PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE SIGNING THE PROPOSAL.BY SIGNING THE PROPOSAL, YOU ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPTED THIS AGREEMENT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. SUCH ACCEPTANCE IS EITHER ON YOUR OWN BEHALF, OR ON BEHALF OF ANY CORPORATE ENTITY WHICH EMPLOYS YOU OR WHICH YOU REPRESENT ('CORPORATE LICENSEE'). IN THIS LICENSE AGREEMENT, 'YOU' INCLUDES ANY CORPORATE LICENSEE. YOU AGREE THAT THIS AGREEMENT IS AS ENFORCEABLE AS ANYWRITTEN NEGOTIATED AGREEMENT MANUALLY SIGNED BY YOU.

KODE Labs, INC. ("KODE") HAS DEVELOPED A SOFTWARE APPLICATION AND VISUALIZATION TOOLS FOR MANAGING FACILITIES DATA COMMERCIALLY KNOWN AS "KODE BUILDING OS" KODE IS WILLING TO PROVIDE A LIMITED LICENSE OF THE SOFTWARE THAT ACCOMPANIES THIS END USER LICENSE AGREEMENT TOGETHER WITH THE PRINTED OR ONLINE DOCUMENTATION FURNISHED BY KODE IN CONJUNCTION WITHIT TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS AGREEMENT. PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE SIGNING THE PROPOSAL.BY SIGNING THE PROPOSAL, YOU ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPTED THIS AGREEMENT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. SUCH ACCEPTANCE IS EITHER ON YOUR OWN BEHALF, OR ON BEHALF OF ANY CORPORATE ENTITY WHICH EMPLOYS YOU OR WHICH YOU REPRESENT ('CORPORATE LICENSEE'). IN THIS LICENSE AGREEMENT, 'YOU' INCLUDES ANY CORPORATE LICENSEE. YOU AGREE THAT THIS AGREEMENT IS AS ENFORCEABLE AS ANYWRITTEN NEGOTIATED AGREEMENT MANUALLY SIGNED BY YOU.

1.1 Subject to the terms and conditions contained herein, KODE hereby grants you a non-exclusive, limited license to install, use and execute a single copy of the KODE Building OS software (the "Software") on a server, which is identified by serial number or other means during the installation process (the "Designated System"), and to use the documentation furnished by KODE in conjunction with it, solely for your internal business use. You may not transfer the Software into a different hosting environment. For purposes of this Agreement, the "Software" shall be deemed to include the application interfaces, and related features for purposes of creating, editing, producing or making rules, relevant databases or analytic libraries for use in connection with the management of the building .

1.2 SaaS Operators. If you have entered into an end user license agreement with KODE to use the Software for commercial purposes such as, including without limitation, hosting the Software on your server to offer "Software as a Service" services ("SaaS EULA"), then the rights granted to you under this Agreement shall be subject to, or superseded by, the terms and conditions of such SaaS EULA.

1.3 No Other Rights Granted. Apart from the license expressly granted herein, no license or other right is granted by KODE to you under this Agreement, either directly or by implication, estoppel, or otherwise (including, but not limited to, the right to prepare derivative works of the Software). You shall have no right or access to the source code of the Software other than application programming interfaces (API’s), if any, for certain application program interfaces and features that are included with the Software. All rights not specifically granted to you in this Agreement are reserved by KODE.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, YOU SHALL (I) USE ALL COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT YOUR EMPLOYEES COMPLY WITH THE TERMS OF THIS AGREEMENT; (II) NOT MODIFY, ENHANCE, DECRYPT, EXTRACT, ADAPT, TRANSLATE, ALTER, DELETE, DISASSEMBLE, DECOMPILE OR OTHERWISE REVERSE ENGINEER THE SOFTWARE OR ANY PART THEREOF, OR ANY APPLICATION ENABLER OR GRANT ANY OTHER PERSON OR ENTITY THE RIGHT TO DO SO OR TAKE ANY ACTION THAT WOULD ASSIST ANY OTHER PERSON OR ENTITY IN DOING SO AND WILL PROMPTLY NOTIFY KODE OF ANY INFORMATION THAT ANY OTHER PERSON OR ENTITY IS OR IS ATTEMPTING TO COPY, REVERSE ENGINEER, DISASSEMBLE, DECOMPILE, TRANSLATE OR MODIFY THE SOFTWARE ; (III) NOT INSERT, DELETE, REPLACE, CHANGE OR OTHERWISE ALTER ANY FILES IN THE SOFTWARE OR APPLICATION ENABLER; (IV) NOT MODIFY, CHANGE, PREPARE DERIVATIVE WORKS OF OR OTHERWISE ALTER ANY BINARY CODE FILES INCLUDED WITH THE SOFTWARE; (V) NOT LOAN, RENT, LEASE, GIVE, SUBLICENSE, TRANSFER, PUBLISH, DISCLOSE, DISPLAY, PROVIDE ACCESS TO, OR OTHERWISE MAKE AVAILABLE THE SOFTWARE, IN WHOLE OR IN PART, TO ANY OTHER THIRD PARTY OR ENTITY; (VI) NOT MODIFY ANY APPLICATION PROGRAMMING INTERFACE, INCLUDING MODIFYING ANY APPLICATION PROGRAMMING INTERFACE BY CREATING ADDITIONAL classES WITHIN ANY INTERFACE OR OTHERWISE CAUSING THE ADDITION TO OR MODIFICATION OF THE CLASSES IN AN INTERFACE, (VII) NOT INCORPORATE ANY CODE INCLUDED WITH THE SOFTWARE OR ANY DOCUMENTATION IN ANY DEVELOPER PRODUCT, AND (VIII) OBTAIN AND MAINTAIN, AT YOUR OWN EXPENSE, ALL COMPUTER HARDWARE, SOFTWARE, AND OTHER COMMUNICATION EQUIPMENT NECESSARY TO USE THE SOFTWARE.

KODE shall have the obligation to provide technical support, training and software maintenance services to you in connection with the Software. This includes regular updates, software corrections, bug fixes, and new functionality to the Software, which may include service packs to correct defects and add functionality (collectively "Updates"). Any such Updates provided to you are and shall remain the exclusive property of KODE. Such Updates shall be considered Software, and subject to the terms and conditions in this Agreement.

The license fees paid by or for you to KODE, its affiliates, distributors or resellers, are paid in consideration of the rights granted under this Agreement.

5.1 Ownership by KODE. KODE retains all right, title and interest, in and to the Software (and any portions thereof), other than Third Party Software. You acknowledge that the Software uses trademarks, copyrights, trade secrets and other proprietary material the rights to which are owned or licensed by KODE, its affiliates, third party licensors or suppliers, and that such proprietary rights are protected by law, including U.S. copyright laws, patent laws and international treaty provisions. You shall not have or obtain any right, title, or interest to the Software except as provided in this Agreement, and further shall secure and protect the Software consistent with the maintenance of KODE's proprietary rights therein. You agree that you shall not contest or challenge, or take any action inconsistent with or that may damage or impair KODE's ownership or rights in and to the Software, and further that you shall not contest or challenge, or take any action inconsistent with, or that may damage or impair the ownership or intellectual property rights of, KODE in the Software, or of KODE's licensors with respect to the Third Party Software. You shall not use the Software except as is expressly authorized in this Agreement.

5.2 Confidentiality. You acknowledge that the Software contains valuable trade secrets of KODE and you agree to use your best efforts to maintain the confidentiality of the Software using at least the same degree of care you use with your own confidential information, but no less than reasonable care.

6.1 Disclaimer of Software Warranty. THE SOFTWARE IS LICENSED "AS IS" AND YOU RECEIVE NO ADDITIONAL EXPRESS OR IMPLIED WARRANTIES. KODE AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE CONCERNING THE SOFTWARE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT OR THE RESULTS TO BE OBTAINED FROM USE, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW. KODE EXPRESSLY DISCLAIMS ANY WARRANTIES THAT MAY BE IMPLIED FROM USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. FURTHER, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, KODE MAKES NO WARRANTIES OR REPRESENTATIONS AS TO PERFORMANCE OF THE SOFTWARE, AND SPECIFICALLY DISCLAIMS ANY WARRANTY THAT (1) THE SOFTWARE WILL OPERATE IN COMBINATION WITH OTHER ITEMS, EQUIPMENT, SOFTWARE, SYSTEMS OR DATA EXCEPT, (2) THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR (3) ERRORS IN THE SOFTWARE, IF ANY, WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY KODE, OR ITS AGENTS OR EMPLOYEES SHALL CREATE OR FORM THE BASIS OF ANY WARRANTY OF ANY KIND.

6.2 Limitation of Liability. IN NO EVENT SHALL KODE, ITS AFFILIATES, SUPPLIERS OR THIRD PARTY LICENSORS, OR THEIR RESPECTIVE MEMBERS, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENT, EMPLOYEES, REPRESENTATIVES, SUCCESSORS AND ASSIGNS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR PENALTIES (INCLUDING DAMAGES FOR LOST PROFITS, LOST BUSINESS, LOST DATA, BUSINESS INTERRUPTION, AND THE LIKE), HOWEVER IT ARISES, INCLUDING, BUT NOT LIMITED TO, THE USE BY YOU OF THE SOFTWARE, WHETHER FOR BREACH OF CONTRACT OR IN TORT, EVEN IF KODE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.3 Limitation of Remedies. NOTWITHSTANDING ANY TERM OR PROVISION TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL KODE'S MONETARY LIABILITY IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE, TO YOU EXCEED $100.00.

There can be no assurances whatsoever that control systems such as the Software will protect any individual or his or her property from harm. Appropriate safety precautions must always be taken when reacting to information generated by software in connection with the operation or maintenance of equipment connected to the Software. KODE ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ANY INJURY OR DAMAGE TO ANY PERSONS OR PROPERTY RESULTING FROM THE USE BY YOU OF THE SOFTWARE. Further, you represent and warrant that you will take appropriate precautions, establish appropriate procedures and post appropriate notices to ensure that persons and property are not harmed in the event of an error, malfunction or unexpected operation of the Software.

You will make reasonable business efforts to ensure that the Software is not used in any application in which the failure of the Software could lead to death, personal injury or severe physical or property damage, including, without limitation, environmental damage, (collectively, "High-Risk Applications"), including but not limited to the operation of nuclear facilities, mass transit systems, aircraft navigation or aircraft communication systems, air traffic control, weapon systems and direct life support machines, unless otherwise permitted by KODE in writing. Without limiting any disclaimer of any express or implied warranty under this Agreement, KODE expressly disclaims any express or implied warranty or condition of fitness of the Software for High-Risk Applications.

You shall indemnify and hold harmless KODE, its affiliates, suppliers or third party licensors, or their respective members, officers, directors, shareholders, agent, employees, representatives, successors and assigns, from and against all losses, claims, damages or other causes of any nature or kind whatsoever (including reasonable attorney's fees) arising directly or indirectly out of third party claims concerning (i) a breach of any of your obligations, covenants, representations or warranties contained herein; (ii) your selection of, transactions and/or agreements with any party that is a KODE reseller or distributor, systems integrator or trainer, or any other third party; (iii) any derivative work or product developed by you that is based on the APIs, as permitted under this Agreement; (iv) any combination of the Software, or any component of it, with any product, equipment, device, software, hardware, system, data or other technology not supplied by KODE, (v) the negligence or intentional misconduct of you or your officers, employees, agents, contractors or customers, or (vi) any property or economic damages or personal injury or death arising from or related to the use of the Software. You agree not to interpose any cross-claim, third party claim or similar claim against KODE based on a claim, suit, action or proceeding threatened or commenced against you related to the Software and arising out of any matter other than a matter, if any, for which KODE has agreed to indemnify you under a separate agreement signed by KODE.

10.1 Term. This Agreement is effective upon your execution of the proposal or receipt of a purchase order number by you.

10.2 Termination. You may terminate this Agreement at any time by paying the balance of the contract or due to a continued material breach of this Agreement by KODE. A termination due to a continued breach requires a 30-day prior written notice of termination by you to KODE, stating the cause, and the breach not cured to your satisfaction within the said 30-day term by KODE. KODE may terminate this Agreement upon a material or continuing breach of this Agreement by you by the giving of 30 days prior written notice of termination, stating the cause therefore, with termination becoming effective at the close of said 30-day term if the breach is not then cured to the satisfaction of KODE.

10.3 No Refunds. Notwithstanding the reason for termination of this Agreement by you or KODE, under no circumstances will KODE be obligated to provide any refunds of any portion of any amounts paid by you in connection with this Agreement or the Software.

10.4 Survival. All provisions of this Agreement except for rights granted under Section 1 will survive termination and continue in effect.

11.1 Trademarks. Under no circumstances may you use any trademark or service mark of KODE to identify, or otherwise in connection with, goods or services provided by you except as expressly agreed to by KODE in writing.

11.2 Proprietary Notices. You acknowledge that the Software may contain certain proprietary notices (included but not limited to trademark and copyright notices), trademarks, service marks, and logos of KODE, its affiliates, suppliers, third party licensors and other third parties, and you agree not to remove, modify (including adding to), minimize, obscure or block such notices, trademarks, service marks or logos.

12.1 Assignment. You may assign this Agreement or your rights and obligations under this Agreement to a purchaser of the hardware on which the Software is installed, provided (i) you provide such purchaser with a copy of this Agreement and (ii) the purchaser agrees in writing to comply with all of the terms and conditions of this Agreement. KODE may assign this Agreement without your consent.

12.2 Export. Software, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. You agree to comply strictly with all such regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export, or import the Software. The Software may not be used, sold, resold, sublicensed, diverted, transferred, reshipped, or otherwise exported or re-exported: (i) in, into or through any country designated as a terrorist supporting country by the U.S. government or any of its agencies; (ii) in, into or through any country for which the U.S. has an embargo or with which the U.S. or any of its agencies maintains comprehensive trade controls; (iii) to or by a national or resident of the countries described in (i) or (ii); or (iv) to or by any party included in the United States Department of Commerce's Denied Persons List, Entity List or Unverified List; or the United States Department of the Treasury's Specially Designated Nationals, Specially Designated Global Terrorists, Specially Designated Narcotics Traffickers, Specially Designated Narcotic Traffickers, or Specially Designated Terrorists List; or the United States Department of State's Designated Foreign Terrorist Organizations or Debarred Persons List; or is otherwise designated by the U.S. government or any of its agencies as a party with which it is unlawful to do business.

12.3 Equitable Relief. You acknowledge that any breach of your obligations hereunder with respect to the Software or the confidential information of KODE, including, without limitation, Section 5.1 and 5.2 above, will cause KODE irreparable injury for which it has no adequate remedy at law. You further agree that KODE will be entitled to seek and obtain equitable relief, including preliminary injunctions and temporary restraining orders, to prevent any unauthorized use of the Software and confidential information, without posting of bond or other security, in addition to all other remedies available to it under this Agreement or other applicable law.

12.4 Entire Agreement. Except as expressly set forth in this Agreement, this Agreement comprises the entire agreement between the parties relating to its subject matter and this Agreement supersedes all prior agreements and understandings, written or oral, express or implied. This Agreement can be amended or modified only by a writing executed in advance by duly authorized representatives of each of the parties hereto. In the event any foreign ministry or other governmental entity or agency makes any changes, deletions or modifications to this Agreement, holds any provision herein unenforceable or imposes any conditions or restrictions on either party to this Agreement which affects its ability to fully perform, KODE shall have the right to immediately terminate this Agreement. By signing the proposal sent to you with pricing options, you represent and warrant that all consents, approval or authorizations of third parties, foreign ministries or any governmental entities or agencies, required as a condition or otherwise necessary for you to enter into and perform its obligations under this Agreement have been duly obtained.

12.5 Waiver. A waiver of any breach of default of this Agreement shall not create a waiver of the term or of any subsequent breach of default.

12.6 Governing Law; Choice of Venue. The validity of this Agreement and the rights, obligations and relations of the parties hereunder shall be construed and determined under and in accordance with the substantive laws of the state of Michigan with respect to claims governed by state law and the laws of the United States with respect to claims arising under the laws of the United States, without regard to conflicts of laws principles and excluding the Convention on Contracts for the International Sale of Goods. Any action arising from or relating to this Agreement or the conduct of the parties pursuant hereto shall be commenced and heard solely within a federal or state court of competent jurisdiction found within the boundaries of the United States District Court for the Wayne County Court of Michigan, and KODE and you each consent to personal jurisdiction and venue in any such court.

12.7 Severability. Should any term or provision of this Agreement be finally determined by a court of competent jurisdiction to be void, invalid, unenforceable or contrary to law or equity, the offending term shall be modified and limited (or if strictly necessary, deleted) only to the extent required to conform to the requirements of law and the remainder of this Agreement (or, as the case may be, the application of such provisions to other circumstances) shall not be affected thereby but rather shall be enforced to the greatest extent permitted by law.

12.8 Government Use. The Software is provided with restricted rights. With respect to any acquisition of the Software by or for any unit or agency of the U.S. Government ("Government"), the Software shall be classified as "Commercial Computer Software," as that term is defined in the applicable provisions of the Federal Acquisition Regulation ("FAR") and supplements thereto, including the Department of Defense ("DoD") FAR Supplement ("DFARS"). If the Software is supplied for use by DoD, the Software is delivered subject to the terms of this Agreement and either (i) in accordance with DFARS 252.227-7202-1(a) and 227.7202-3(a), or (ii) with restricted rights in accordance with DFARS 252.227 7013(c), as applicable. If the Software is supplied for use by a federal agency other than DoD, the Software is restricted computer software delivered subject to the terms of this Agreement and (i) FAR 12.212(a); (ii) FAR 52.227-19; or (iii) FAR 52.227-14 (ALT III), as applicable

12.9 Binding on Successors. This Agreement shall be binding upon you, your successors and assignees.