ElectrifAi, LLC End User License Agreement (“EULA”)
(ElectrifAi EULA Version Date: August 2020)

1. Terms of License
a) Grant of License Rights.  Subject to this Agreement, including the License Scope and General Restrictions described below, ElectrifAi hereby grants Customer a license to:  (i) access and use ElectrifAi’s products and/or solutions as selected by Customer in the applicable marketplace (“Software”); and (ii) display, print and reproduce the documentation included with the Software (“Documentation”) to the extent reasonably required to exercise the foregoing rights (such rights collectively, the “License”).  The Software may be bundled with or have incorporated into its software code owned by and licensed from additional third parties, which may include so-called open source code (the “Third Party Code”).  ElectrifAi delivers the Third Party Code to Customer on either a sublicense or pass-through basis and it is subject to the separate terms and conditions of its owners and licensors.  
b) License Scope.  The License has a limited term as specified in the terms and conditions of the applicable marketplace (the “License Term”). The License will expire at the end of that term and be restricted to the terms set forth in the terms and conditions of the applicable marketplace, unless the parties mutually agree, in writing, to extend usage or renew. Except as otherwise set forth in the terms and conditions of the applicable marketplace, the License is for Customer’s internal use only and does not permit Customer to use the Software to process accounts or records or to generate output data for the benefit of, or for purposes of rendering services to, any other business entities or organizations including by acting as a service bureau, SaaS provider or ASP.  The License is non-exclusive such that ElectrifAi may grant to others or reserve for its own use, rights that are the same as or similar to those granted to Customer.  Each License is personal to Customer and thus is non-transferable, non-assignable and non-sublicensable.  Any act or omission in violation of the scope defined by this Section (the “License Scope”) will be a material breach of this Agreement, which will result in immediate termination of the License. Upon expiration of the License Term or termination of the License for any reason, Customer’s access to the Software will end immediately and Customer shall without delay delete any and all copies of the Software from its systems and within one (1) business day, return any and all information, in its possession, related to the Software.
c) General Restrictions.  Customer’s use of the Software is for Customer’s internal business purposes only. The results from use of the Software is included as Confidential Information, as defined below. Customer  shall not:  (i) modify, translate, reverse engineer, decompile, disassemble or create derivative works based on, or improvements of, the Software; (ii) copy the Software other than as permitted herein and only if all copyright and other proprietary or restricted rights notices are reproduced; (iii) rent, lease, grant a security interest in, or otherwise transfer rights to the Software; (iv) remove, modify or obscure proprietary rights notices that ElectrifAi places on the Software, its Documentation or their packaging; or (v) use the Software, or any portion thereof, in a service bureau, time-sharing or outsourcing service or otherwise use the Software for the benefit of a third party. Customer is responsible for the observance and proper performance, including acts and omissions, of its employees and any independent contractor, agent, representative or other third party that Customer allows to access or use the Software, regardless of whether such usage is permitted under the terms of the License.  Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Software and shall notify ElectrifAi promptly of any such unauthorized use or access. 
d) Export; Transfer Control Laws.  The Software may be subject to restrictions and controls imposed by the United States Export Administration Act and other applicable transfer control and prohibited persons laws and regulations of the United States and other jurisdictions. Customer shall not export, re-export or otherwise transfer, actually or constructively, the Software, or any technology or technical information contained therein: (i) to any country, person, entity or end user that is prohibited by the Transfer Control Laws (as defined below); (ii) in violation of the applicable laws of the destination jurisdiction; and/or (iii) to any jurisdiction that requires disclosure of source code or permits reverse engineering to create human readable source code from object code.  In all events, Customer and each of Customer’s parents, subsidiaries and affiliates and all of Your and their respective officers, directors, employees, agents and contractors, in each case including all those who are allowed access to the Software or any portion thereof, or to whom export or other transfer of the Software or any portion thereof) may be made hereunder, whether actual or constructive (collectively, the “Customer Parties”), are not named as a "debarred" party, "denied person or entity," "embargoed entity," or otherwise sanctioned under, or prohibited from engaging in activities subject to any United States laws or the laws of any other applicable country or countries relating to the transfer of technology, including the Export Administration Regulations, the International Traffic in Arms Regulations and the regulations administered by the Office of Foreign Assets Control of the United States Department of the Treasury or other similar laws of any foreign country (collectively, the "Transfer Control Laws").  Customer shall immediately notify ElectrifAi if any of the Customer Parties are so named, debarred, designated or otherwise sanctioned under, or prohibited from engaging in activities subject to, any of the Transfer Control Laws.  If Customer is required to provide a regulatory body with use of or access to the Software, then such use and access are governed by this Section and Your confidentiality obligations and are subject to ElectrifAi’s rights and Customer’s obligations under all applicable regulations.    
2. Proprietary Rights; Confidentiality.
a) As between Customer and ElectrifAi, all intellectual property rights (including copyrights, trademarks and patents), proprietary rights (including trade secrets) and moral rights (including rights of authorship and modification) throughout the world in and to the Software and Documentation and all derivative works and improvements to them (as those terms are defined under Titles 17 and 35 U.S.C.), are owned or licensed by and are proprietary to ElectrifAi.  
b)  Either party hereto (the “Disclosing Party”) may disclose, deliver or allow access by the other party hereto (the “Receiving Party”) to information, data or materials in either tangible or intangible form that are proprietary and confidential or that otherwise relate to the Disclosing Party or its affiliates, subsidiaries, clients or suppliers, including, in the case of ElectrifAi as the Disclosing Party, the Software, and including any information or materials marked or otherwise expressly designated as confidential (collectively, the “Confidential Information”).  “Confidential Information” shall include all information that a Disclosing Party may disclose or has previously disclosed to the Receiving Party, including without limitation proprietary information concerning the Disclosing Party and its subsidiaries, affiliates, investments, products, financial reports, financial plans, strategies, intellectual property or data of any third party licensed to or held or used by the Disclosing Party (including without limitation patents and patent applications, trade secrets, copyrighted information), business and marketing plans, the identity of customers and suppliers, future products, product developments and other proprietary information, in each case whether transmitted or conveyed digitally, orally or in writing, or perceived or observed by the Receiving Party in the course of the parties’ performance of this Agreement and shall include all such information provided by the Disclosing Party to the Receiving Party and its subsidiaries and affiliates prior to or during the License Term.  The Receiving Party will not use the Confidential Information, including internally within its own organization, except to the minimum extent necessary to exercise its rights or fulfill its obligations under this Agreement (provided that You may use the Software and Documentation in accordance with and to the extent permitted under this Agreement).  In addition, the Receiving Party will not disclose the Disclosing Party’s Confidential Information to any third party during the Contract Term or thereafter without the express written consent of the Disclosing Party in each instance, except that each party may disclose the other party’s Confidential Information to its subsidiaries and affiliates and their respective directors, employees, attorneys, agents, auditors, insurers and subcontractors with a need to know for performance under this Agreement and who in each case have executed a confidentiality agreement or are otherwise bound to duties of non-disclosure and restrictions on use of the Confidential Information at least as restrictive as those set forth in this Agreement (provided that notwithstanding the foregoing, all use, disclosure and dissemination of the Software shall be limited as otherwise set forth in this Agreement).  The Receiving Party shall always handle Confidential Information using at least the same degree of care (which shall be no less than reasonable care) and discretion to avoid disclosure, publication or dissemination of the Disclosing Party’s Confidential Information as the Receiving Party uses with its own confidential or proprietary information that it does not wish to disclose, publish or disseminate.  The Receiving Party will be responsible for the actions of those persons to whom it discloses Confidential Information as permitted hereunder.  All Confidential Information will remain the exclusive property of the Disclosing Party, and no disclosure or permitted use of the Confidential Information under this Agreement shall be construed as the grant of any right, title or interest, by license or otherwise in or to the Confidential Information (except, with respect to the Software and Documentation, as expressly set forth in this Agreement).
c) The parties agree that the remedy at law for any breach or threatened breach of this Section 2 shall be inadequate, and in addition to any other remedy available at law, in equity or under this Agreement, the non-breaching party shall be entitled to seek injunctive relief without the necessity of posting bond.
d) Confidential Information shall not include information  (other than the Software and Documentation) that the Receiving Party can demonstrate by reasonable evidence (i) to have been already known to it at the time of disclosure from the Disclosing Party, (ii) to have been independently developed by the Receiving Party independently of and without reference to any of the Disclosing Party’s Confidential Information; (iii) to be or become generally available to the public other than by a breach hereof or of any other obligation of confidentiality; or (iv) to have been independently obtained from a third party whose disclosure to the Receiving Party does not violate a duty of confidentiality.  If the Receiving Party is compelled by a court or other body of competent jurisdiction to disclose any of the Confidential Information, the Receiving Party will inform the Disclosing Party via written notice and will provide reasonable assistance in obtaining and enforcing a protective order or other appropriate means of safeguarding the Confidential Information required to be disclosed.  Receiving Party may then disclose only so much of the Confidential Information as is legally required to be disclosed.
e) Notwithstanding any provision in this Section 2 or these Terms and Conditions, each party acknowledges that the other may independently develop similar or competitive products, services, or information so long as it does not use the Disclosing Party’s Confidential Information in the development thereof.
f) Upon the Disclosing Party’s written request, Receiving Party will immediately either destroy all of Disclosing Party’s Confidential Information in its possession, including all copies and compilations thereof and provide an officer’s certificate confirming its destruction, or return all of Disclosing Party’s Confidential Information in its possession, including all copies and compilations thereof.
g) Notwithstanding anything to the contrary in this Section 2, this Agreement and all terms and provisions hereof, including any terms and conditions in the applicable marketplace and other ancillary instruments executed in connection with this Agreement, constitute the Confidential Information of each party.  
3. Warranty; Disclaimer.  
ElectrifAi does not warrant that the Software will meet Customer’s requirements, operate without interruption or be error free.  ElectrifAi makes no warranty with respect to, and shall not be responsible under any warranty in any manner for, matters related to causes external to the Software.  ELECTRIFAI PROVIDES THE SOFTWARE “AS IS” AND TO THE MAXIMUM EXTENT ALLOWED BY LAW, ELECTRIFAI DISCLAIMS ALL WARRANTIES WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT MAKE ANY WARRANTIES CONCERNING THE THIRD PARTY CODE.
4. Indemnification.  
Customer shall indemnify, defend and hold ElectrifAi harmless from all claims, damages, liabilities and penalties (including reasonable legal costs) arising out of, or in connection with, a breach of this License.
5. Limitation on Liability. 
IN NO EVENT SHALL ELECTRIFAI, ITS AFFILIATES, ITS RESELLERS, LICENSORS OR SUPPLIERS, AS APPLICABLE, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE OR PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS OR LOST DATA.  ELECTRIFAI’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES AND IN ANY CASE TO AN AMOUNT NOT TO EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE SOFTWARE.  THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION APPLY TO ALL CLAIMS OR CAUSES OF ACTION ON WHATEVER BASIS AND UNDER WHATEVER THEORY BROUGHT AND IRRESPECTIVE OF WHETHER THE PARTY AGAINST WHICH SUCH CLAIM OR CAUSE OF ACTION IS ASSERTED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM.  SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY.
6. Miscellaneous.  
This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without regard to principles of conflicts of laws.  All claims or actions arising herefrom shall be brought in the appropriate court in the State of New Jersey, and Customer consents to personal jurisdiction and venue therein.  This Agreement is the entire agreement of the parties with respect to Customer’s possession and use of the Software, except if Customer has entered into a separate, valid and existing license agreement with ElectrifAi or any of ElectrifAi’s subsidiaries or affiliates, in which case that separate license agreement shall govern solely to the extent of any inconsistency with this Agreement.  If any provision of this Agreement is held unenforceable the enforceability of the remaining provisions shall not be affected.  Article headings are used for convenience of reference only.  This Agreement may only be modified by mutual written consent of the parties.  The waiver by either party of any default or breach shall not constitute a waiver of any other or subsequent default or breach.
This License Agreement is a one-time agreement for the License Term only and the License will expire at the end of the License Term.

ElectrifAi EULA Version Date: August 2020