SOFTWARE LICENSE AGREEMENT

IMPORTANT - READ CAREFULLY:

This software and associated media, printed materials, and "online" or electronic documentation files (the "Software"), is theproprietary information
of ValidMind Inc. and its licensors (collectively, “Licensor”), and is protected under copyright and other intellectual property laws.

No part of this Software may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any
means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of ValidMind
Inc. or the respective copyright owner.

By installing, copying, or otherwise using the Software, the undersigned (“you”) agrees to be bound by the terms of this Software License Agreement
(this “Agreement”). If you do not agree to the terms of this Agreement, do not install or use the Software.


LICENSE GRANT. Subject to the terms and conditions of this Agreement, Licensor grants you a limited, personal, non-exclusive, non-transferable license
to use the Software solely for the duration of the 4-week testing phase (the “Testing Period”) of the Software - starting on May 15th, 2023. You may
install and use the Software on a single computer or device. You further agree to use the Software solely for internal testing purposes.


OWNERSHIP. The Software is owned by Licensor and is protected by copyright laws and international copyright treaties, as well as other intellectual
property laws and treaties. Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights.


RESTRICTIONS. You may not modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the
Software including (without limitation) for the purpose of obtaining unauthorized access to the Software. You may not distribute, sublicense, rent,
lease, or lend the Software to any third party.


SUPPORT. Licensor may, at its discretion, provide technical support for the Software. Technical support is provided on a best-effort basis and is
subject to Licensor's support policies.


CONFIDENTIALITY. You agree to safeguard the Software and its related materials with that degree of normal due care commensurate with reasonable
standards of industrial security for the protection of trade secrets and proprietary information so that no unauthorized use is made of them and no
disclosure of any part of their contents is made to anyone other than your employees, agents or consultants whose duties reasonably require such
disclosure, or as necessary in the ordinary course of business. You shall make all such persons fully aware of their responsibility to fulfill your
obligations under this Agreement and agree to be responsible for any breach of this Agreement by such persons. You agree to promptly notify Licensor
if you obtain information as to any unauthorized possession, use or disclosure of the Software by any person or entity, and further agrees to
cooperate with Licensor in protecting Licensor’s proprietary rights.

TERMINATION. This Agreement will terminate automatically after the Testing Period, or if you fail to comply with any of the terms and conditions of
this Agreement. Upon termination, you must immediately cease all use of the Software and destroy all copies of the Software in your possession.


DISCLAIMER OF WARRANTY. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR
THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.


LIMITATION OF LIABILITY. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN
CONNECTION WITH THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL
LICENSOR'S LIABILITY EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE.


INDEMNIFICATION. You agree to indemnify and hold Licensor harmless from and against all loss, cost, expense or liability (including reasonable
attorney’s fees) (i) arising out of a claim by a third party against Licensor based upon your use of the Software, or (ii) related to, or associated
with your customizations, updates and/or corrections to the Software. Licensor shall have no liability to you for any damage sustained by you as a
result of your use of the Software, whether such damages would arise as a result of breach of contract, tort or otherwise.

GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California and the federal laws of the
United States of America, without giving effect to any principles of conflicts of law.


ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between you and Licensor with respect to the Software and supersedes all prior or
contemporaneous communications and proposals, whether oral or written, between you and Licensor.


By installing or using the Software, you acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and
conditions.


Copyright © 2023 ValidMind Inc. All rights reserved.
