License Agreement

Our Principles

We'll do everything we can to make you successful with our framework

You own your code and where we need to see it, we'll only use it to provide our service to

you

You own your data and where we need to see it, we'll only use it to provide our service to

you

We will keep improving - email us anytime, we'll respond

License Agreement

This Software License Agreement (the "Agreement") is a legal document that binds registered

users ("User" or "Users") to certain obligations contained herein. You should read this Agreement

carefully before accepting its terms. You understand and agree that the software application

services described below are provided to Users exclusive under this Agreement by MurtazaI

d/b/a m AI (🧠) (referred to hereunder as "S", "we,"

"us"), y'

(""). By clicking the "Agree" check-box, you are acknowledging

and agreeing that you are eighteen (18) years or older, that you have read and understand this

Agreement, that you agree to be bound by the terms of this Agreement currently in effect and as

updated by mAI from time to time.

m AI (🧠) provides the m AI (🧠) Systems framework for cross-platform application

development. User desires to license such software solutions from mAI (🧠), and m

AI (🧠) desires to grant a license to such software solutions pursuant to the terms and

conditions hereof. In consideration of the agreements contained below, the Parties hereby agree as

follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms will have the meanings ascribed to them

below.

1.1 "Confidential Information" means any information disclosed by one Party to the other, which,

(i) if in written, graphic, machine readable or other tangible form is marked "Confidential" or

"Proprietary" or which, if disclosed orally or by demonstration, is identified at the time of

disclosure as confidential and reduced to a writing marked "Confidential" and delivered to the

receiving party within thirty (30) days of such disclosure; or (ii) by the nature of the circumstances

surrounding the disclosure, ought in good faith to be treated as confidential. Notwithstanding any

failure to so identify them, all technology or proprietary information underlying the Software and

m Bear Systems shall be deemed Confidential Information of molar AI (🧠), and the

User Data shall be deemed Confidential Information of User.

1.2 "Documentation" means any documentation provided by mm AI (🧠) for use with the

Software under this Agreement.

1.3 "Intellectual Property Rights" means all rights in, to, or arising out of: (i) any U.S., international

or foreign patent or any Software therefore and any and all reissues, divisions, continuations,

renewals, extensions and continuations-in-part thereof; (ii) inventions (whether patentable or not

in any country), invention disclosures, improvements, trade secrets, proprietary information,

know-how, technology and technical data; (iii) copyrights, copyright registrations, mask works,

mask works registrations, Software, moral rights, trademarks, and rights of personality, privacy

and likeness, whether arising by operation of law, contract, license or otherwise; and (iv) any other

similar or equivalent proprietary rights anywhere in the world.

1.4 "Licensed Materials" means the Software and the Documentation.

1.5 "Users Data" means the User supplied per-existing code submitted to mAI (🧠) for

packaging and integration, expressly excluding mAI (🧠) intellectual property including

but not limited to Software, Documentation and mAI .

1.6 "m m AI (🧠) " means the Software comprising m AI (🧠)'s application

framework for cross-platform development. It comprises the m AI (🧠) Build System

and Platform-Specific Tools

1.7 m"m AI (🧠) ystems API" means the JavaScript application programming interface which User

will program to in order to make use of the features of the platform-specific tools.

1.8 m"m e AI (🧠) Build System" means the Software operated on m AI (🧠)

hosting servers or those of its hosting service provider intended to enable the User to interact with

the same via the worldwide web in order to provide the mAI services.

1.9 "m AI (🧠) Platform-Specific Tools" means the software which User will download

from m AI (🧠) servers, use to develop their application, include in their application in

order to use the m AI (🧠) API, and all changes, corrections, bug fixes, enhancements,

updates and other modifications thereto, whether made by or on behalf of m AI (🧠),

User, or any third party.

1.10 "User Employees" means an employee of User authorized to use the Software.

2. RESPONSIBILITIES OF mAI

2.1 m AI (🧠) will host and maintain the Software on servers operated and maintained

by or at the direction of m AI (🧠). PmAI (🧠) may delegate the performance of

certain portions of m AI (🧠) to third parties provided m AI (🧠) remains

responsible to User for the delivery of mAI .

2.2 m AI (🧠)ystems shall provide technical support of m AI (🧠) . m AI (🧠)

shall not be obligated to provide to the User any new release of any Software or module thereof,

or other software or services for which mAI generally charges a separate fee.

3 RESPONSIBILITIES OF USER

3.1 The User will cooperate in setting up the Software as reasonably requested by m

AI (🧠).

3.2 The User will be responsible for obtaining and maintaining at the User's expense all the

necessary computer hardware, software, modems, connections to the Internet and other items

required to access m AI (🧠) .

4. RIGHT TO MONITOR

m AI (🧠) will have the right to review and monitor all use of m AI (🧠) to

ensure compliance with the terms of this Agreement.

5. LICENSE GRANT

5.1 Grant. Subject to the terms and conditions of this Agreement, Polar Bear Systems grants to

Users a limited, non-exclusive, non-transferable, worldwide license, without the right to sub-

license, to permit User Employees to use the Software and the Documentation via m

AI (🧠) solely for internal use as it relates to operations of the User. Notwithstanding the

foregoing, m AI (🧠) grants the User the right to sub-license the m AI (🧠)

Platform-Specific Tools to User's end-users only when User's own software is built to include

m AI (🧠) Platform-Specific Tools using the m AI (🧠) Build Service. This sub-

license grant expressly excludes the Users from allowing end-users to further sub-license any m

AI (🧠) intellectual property included but not limited to m AI (🧠) platform-

specific tools or any other element of m AI (🧠) .

5.2 License Restrictions. User shall not, and shall not permit any third party to: (i) use the Licensed

Materials except to the extent permitted in Section 5.1; (ii) modify or create any derivative work

of any part of the Licensed Materials; (iii) permit any third parties to use the Licensed Materials;

(iv) market, sub-license, publish, distribute, reproduce, assign, transfer, rent, lease or loan the

Licensed Materials; or (v) use the Licensed Materials for commercial time-sharing or service

bureau use.

5.3 Copies of Documentation. User may make a reasonable number of copies of the

Documentation solely to support User's use of the Software as authorized under this Agreement,

provided that such copies shall include m AI (🧠) copyright and any other proprietary

notices that appear on the original copies of the Licensed Materials. Any copies of the

Documentation made by User are the exclusive property of mAI.

5.4 Reservation of Rights. m AI (🧠) reserves all rights to m AI (🧠) , Software,

or Documentation not otherwise expressly granted in this Section 5.

6. LICENSE TO mAI

Subject to the terms and conditions of this Agreement, the User hereby grants m AI (🧠)

a limited, worldwide, non-exclusive, royalty-free license during the Term to use, reproduce,

electronically distribute, transmit, have transmitted, perform, display, store, archive, and make

derivative works of the User Data solely in order to provide m AI (🧠) and m

AI (🧠) services to User.

7. PAYMENT; TAXES

7.1 License Fees. In consideration for the license granted by m AI (🧠) under this

Agreement, User shall pay m AI (🧠) the license subscription fees in the amount set forth

on the pricing page in accordance with the terms set forth therein. License Subscription Fees are

subject to change upon the first day of each Renewal Term. License Subscription Fees are non-

refundable.

7.2 Taxes. User shall, in addition to the other amounts payable under this Agreement, pay all

applicable customs, duties, sales, use, value added or other taxes, federal, state or otherwise,

however designated, which are levied or imposed by reason of the transactions contemplated by

this Agreement, excluding only taxes based on m AI (🧠) net income. User agrees to

indemnify, defend, and hold m AI (🧠), its officers, directors, consultants, employees,

successors and assigns harmless from all claims and liability arising from User's failure to report

or pay any such taxes, duties or assessments.

7.3 Payment Terms. All amounts payable to m AI (🧠) under this Agreement will be paid

according to the pricing and payment terms, as we may update them from time to time. m

AI (🧠) may add new services for additional fees and charges, or amend fees and charges for

existing services, at any time in its sole discretion. Any change to our pricing or payment terms

shall become effective in the billing cycle following notice of such change to you as provided in

this Agreement. Overdue payments will be subject to interest at the rate of 1.5% per month, or the

maximum allowable under applicable law, whichever is less.

8. OWNERSHIP

8.1 Users. As between User and m AI (🧠), the User shall retain all right, title and interest

in and to the User Data and all Intellectual Property Rights therein. Nothing in this Agreement will

confer on m AI (🧠) any right of ownership or interest in the User Data or the Intellectual

Property rights therein.

8.2 m AI (🧠). As between User and m AI (🧠), m AI (🧠) shall retain

all right, title and interest in and to the Licensed Materials, the m AI (🧠) Build System

and Platform-Specific Tools, any changes, corrections, bug fixes, enhancements, updates and other

modifications thereto, and all Intellectual Property Rights therein, and as between the parties all

such rights shall vest in and be assigned to m AI (🧠). Nothing in this Agreement will

confer on User any right of ownership or interest in the Licensed Materials, mAI (🧠) ,

or the Intellectual Property rights therein.

9. LIMITED SOFTWARE WARRANTY

9.1 Scope of Limited Warranty. m AI (🧠) warrants to User that during the Term, the

Software will perform substantially in accordance with the Documentation. The foregoing

warranty shall not apply to performance issues of m AI (🧠) (i) caused by factors outside

of m AI (🧠) reasonable control; (ii) that result from any actions or in-actions of User or

any third parties; or (iii) that result from User's data structure, operating environment or equipment.

9.2 Sole Remedy. Should the Software not perform or function as expressly warranted herein,

m AI (🧠) shall use its commercially reasonable efforts to correct the nonconformity

giving rise to such breach. The foregoing remedy is available only if User notifies m

AI (🧠) in writing of such non-conformity within fifteen (15) days of its discovery by User, and

m examination of the Software discloses that such non-conformity exists. The

foregoing remedies shall be User's sole and exclusive remedies and m AI (🧠) entire

liability for any breach of the warranty set forth in Section 9.1.

9.3 Disclaimer of Any Other Warranties. EXCEPT FOR THE EXPRESS, LIMITED

WARRANTY PROVIDED IN THIS SECTION 9, m AI (🧠) MAKES NO

WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO

THE LICENSED MATERIALS, m AI (🧠) , OR ANY OTHER ACCOMPANYING

MATERIAL PROVIDED HEREUNDER. m AI (🧠) SPECIFICALLY DISCLAIMS

ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT

LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE AND NON-INFRINGEMENT, THOSE ARISING FROM A

COURSE OF DEALING OR USAGE OR TRADE, AND OF UNINTERRUPTED OR ERROR-

FREE SERVICE, AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED TO THE

FULLEST EXTENT PERMITTED BY LAW. EXCEPT AS EXPRESSLY PROVIDED

HEREIN, THE SOFTWARE IS PROVIDED ON AN AS IS, AS AVAILABLE BASIS.

10 TERM; TERMINATION

10.1 Term. Unless earlier terminated as provided in this Section 10, this Agreement will have an

initial term of one (1) month (the "Initial Term"), which shall commence as of the acceptance date

of this Agreement, and shall thereafter automatically renew for additional periods of one (1) month

(any such "Renewal Term," together with the Initial Term, the "Term") unless either party provides

written notice of its intention not to renew to the other party which will be effective upon receipt

by such Party.

10.2 Termination.

A. By Either Party. This Agreement may be terminated immediately by either Party for

convenience upon receipt of written notice to the other Party.

B. Effect of Termination. Upon termination of this Agreement, each Party shall promptly return,

or at the other Party's request destroy, all Confidential Information of the other Party (including

without limitation the User Data and the Documentation) except that User may retain the m

AI (🧠) Platform-Specific Tools integrated with the User Data, where the combination have

already been installed by Users' end-users . Sections 1, 5.2, 8, 9.3, 10.2(b), and 11-14 shall survive

termination of this Agreement for any reason. All other rights and obligations of the Parties under

this Agreement shall expire upon termination of this Agreement, except that all payment

obligations accrued hereunder prior to termination or expiration shall survive such termination.

11. CONFIDENTIALITY

11.1 Nondisclosure. Each Party (each a "Receiving Party") agrees that it shall use and reproduce

the Confidential Information of the other Party (the "Disclosing Party") only for purposes of

exercising its rights and performing its obligations under this Agreement and only to the extent

necessary for such purposes; shall restrict disclosure of such Confidential Information to the

Receiving Party's employees, consultants, or advisors who have a need to know; and shall not

disclose such Confidential Information to any third party without the prior written approval of the

Disclosing Party. The foregoing obligations shall be satisfied by the Receiving Party through the

exercise of at least the same degree of care used to restrict disclosure and use of its own information

of like importance, but not less than reasonable care. All third parties to whom the Receiving Party

discloses Confidential Information must be bound in writing by obligations of confidentiality and

non-use at least as protective of such information as this Agreement. Notwithstanding the

foregoing, it shall not be a breach of this Agreement for the Receiving Party to disclose

Confidential Information if compelled to do so under law, in a judicial or other governmental

investigation or proceeding, provided that, to the extent permitted by law, the Receiving Party has

given the Disclosing Party prior notice and reasonable assistance to permit the Disclosing Party a

reasonable opportunity to object to and/or limit the judicial or governmental requirement to

disclosure.

11.2 Exceptions. Notwithstanding anything to the contrary herein, neither Party shall be liable for

using or disclosing information that such Party can prove: (i) was in the public domain at the time

it was disclosed or has entered the public domain through no fault of the Receiving Party; (ii) was

known to the Receiving Party, without restriction, at the time of disclosure, as demonstrated by

files in existence at the time of disclosure; (iii) is disclosed with the prior written approval of the

Disclosing Party; (iv) was independently developed by the Receiving Party without any use of the

Confidential Information, as demonstrated by files created at the time of such independent

development; (v) becomes known to the Receiving Party, without restriction, from a source other

than the Disclosing Party without breach of this Agreement by the Receiving Party and otherwise

not in violation of the Disclosing Party's rights; or (vi) is disclosed generally to third parties by the

Disclosing Party without restrictions similar to those contained in this Agreement.

11.3 Remedies. The Receiving Party agrees that a breach of this Section 11 may result in

immediate and irreparable harm to the Disclosing Party that money damages alone may be

inadequate to compensate. Therefore, in the event of such a breach, the Disclosing Party will be

entitled to seek equitable relief, including but not limited to a temporary restraining order,

temporary injunction or permanent injunction without the posting of a bond or other security.

12. LIMITATION ON DAMAGES

12.1 EXCLUSION OF INCIDENTAL AND CONSEQUENTIAL DAMAGES. EXCEPT FOR

BREACH OF SECTION 5 OR SECTION 11 AND INDEMNIFICATION FOR THIRD-PARTY

DAMAGES ARISING UNDER SECTION 13 OF THIS AGREEMENT, NEITHER PARTY

WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL,

CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR

RELATED TO THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED

OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH

LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY,

WARRANTY, OR OTHERWISE.

12.2 MAXIMUM AGGREGATE LIABILITY. EXCEPT FOR BREACH OF SECTION 5 OR

SECTION 11 AND INDEMNIFICATION LIABILITY ARISING UNDER SECTION 13 OF

THIS AGREEMENT, THE MAXIMUM LIABILITY OF EITHER PARTY FOR ANY CLAIMS

ARISING IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE

AGGREGATE AMOUNT OF PAYMENTS MADE UNDER THIS AGREEMENT IN THE

ONE-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY. USER

ACKNOWLEDGES THAT THE AMOUNTS PAYABLE HEREUNDER ARE BASED IN

PART ON THESE LIMITATIONS. THE PARTIES AGREE THAT THESE LIMITATIONS

SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY

LIMITED REMEDY.

13. INDEMNIFICATION

13.1 Indemnification. Each Party shall indemnify, defend and hold the other Party and its officers,

directors, employees, agents, successors and assigns harmless from and against all third-party

claims, suits, actions, damages, settlements, losses, liabilities, costs (including without limitation

reasonable attorney's fees) and expenses arising from a claim that m Bear Systems (as to m

AI (🧠)), or the User Data (as to User) violates any applicable statute, regulation, or law, or

infringes any intellectual property right or other legal right of any third party (a "Claim"). This

indemnity does not apply to, and m AI (🧠) will have no obligation to the User for, any

infringement or misappropriation claim that arises from (i) modifications to m AI (🧠)

by anyone other than m Bear Systems, (ii) modifications to the m AI (🧠) based upon

specifications furnished by the User, (iii) User's use of the olar AI (🧠) other than as

specified in this Agreement or in the applicable documentation, (iv) use of the m AI (🧠)

in conjunction with third-party software, hardware or data other than that approved by m

AI (🧠), or (v) any combination of the foregoing. User shall indemnify, defend and hold m

AI (🧠) and its officers, directors, employees, agents, successors and assigns harmless from

and against all third-party claims, suits, actions, damages, settlements, losses, liabilities, costs

(including without limitation reasonable attorney's fees) and expenses to the extent they arise from

any Claim based on any of the factors in the foregoing sentence, and shall give m AI (🧠)

all reasonable information and assistance regarding such claim.

13.2 The indemnified Party shall promptly notify the indemnifying Party in writing of any Claim;

provided that the failure to provide such notice shall not relieve the indemnifying Party of its

indemnification obligations hereunder except to the extent of any material prejudice directly

resulting from such failure. The indemnifying Party shall bear full responsibility for, and shall

have the right to solely control, the defense (including any settlements) of any Claim; provided,

however, that (i) the indemnifying Party shall keep the indemnified Party informed of, and consult

with the indemnified Party in connection with the progress of such litigation or settlement and (ii)

the indemnifying Party shall not settle any such Claim in a manner that does not unconditionally

release the indemnified Party without the indemnified Party's written consent, not to be

unreasonably withheld or delayed.

13.3 In the event any portion of m AI (🧠) is held or believed by m AI (🧠), or

any portion of the User Data is held or believed by the User, to infringe or misappropriate

Intellectual Property Rights of any third party (such portion to be deemed the "Infringing

Materials") in any place where m AI (🧠) is used or accessed, then in addition to any

other rights in this Section 13, m AI (🧠) (where the Infringing Materials are m

AI (🧠) ) or User (where the Infringing Materials are the User Data) shall, at its sole expense and

at its option: (i) obtain from such third party the right for the other party to continue to use the

Infringing Materials; or (ii) modify the Infringing Materials to avoid and eliminate such

infringement or misappropriation, as the case may be; or (iii) upon mutual agreement with the

other party, remove and disable the Infringing Materials; or (iv) if none of the foregoing remedies

is commercially feasible, terminate this Agreement.

13.4 THIS SECTION 13 SETS FORTH EACH PARTY'S ENTIRE LIABILITY AND

OBLIGATION, AND EACH PARTY'S SOLE REMEDY FOR ANY CLAIM OF

INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY

RIGHTS.

14. MISCELLANEOUS

14.1 Digital Signature Provision. User represents and warrants that the individual electronically

agreeing to the terms of this Agreement is empowered to agree to this Agreement on behalf of

User. User further agrees that by clicking the "AGREE" check-box constitutes an electronic

signature as defined by the Electronic Signatures in Global and National Commerce Act and that

the Agreement is completely valid, has legal effect, is enforceable, and is binding on, and non

refutable by, User.

14.2 Assignment. Neither Party may assign, sub-license, delegate or otherwise transfer any of its

rights or obligations under this Agreement without the prior written consent of the other Party.

Notwithstanding the foregoing, m AI (🧠) may, without the consent of Users, assign this

Agreement to an entity merging with, consolidating with, or purchasing substantially all its assets

or stock, provided that the assignee shall assume all rights and obligations under this Agreement.

Any permitted assignment of this Agreement shall be binding upon and enforceable by and against

the Parties' successors and assigns, provided that any unauthorized assignment shall be null and

void and constitute a breach of this Agreement.

14.3 Entire Agreement. This Agreement, and any exhibits and amendments thereto, constitute the

entire agreement between the Parties and supersede all previous agreements, oral or written, with

respect to the subject matter of this Agreement. This Agreement may not be amended without the

prior written consent of both Parties.

14.4 Restricted Rights. If Users is an agency, department or entity of the United States Government

("Government"), Users agrees, that (i) use, reproduction, release, modification or disclosure of the

Software, or any part thereof, including technical data, is restricted in accordance with Federal

Acquisition Regulation ("FAR") 12.212 for civilian agencies and Defense Federal Acquisition

Regulation Supplement ("DFARS") 227.7202 for military agencies, (ii) the Software is a

commercial product, which was developed at private expense, and (iii) use of the Software by any

Government agency, department or other agency of the Government is further restricted as set

forth in this Agreement.

14.5 Import and Export Requirements. Users acknowledges and agrees that the Licensed Materials

are subject to export control laws and regulations. Users may not download or otherwise export or

re-export the Licensed Materials or any underlying information or technology except in full

compliance with all applicable laws and regulations, in particular, but without limitation, United

States export control laws. None of the Licensed Materials or any underlying information or

technology may be downloaded or otherwise exported or re-exported: (a) into, or to a national or

resident of, any country to which the United States has embargoed goods; or (b) to anyone on the

U.S. Treasury Department's list of specially designated nationals or the U.S. Commerce

Department's list of prohibited countries or debarred or denied persons or entities. Users hereby

agrees to the foregoing and warrants that Users is not located in, or under the control of, or a

national or resident of any such country or on any such list.

14.6 Force Majeure. Except for payment obligations, if either Party is prevented from performing

or is unable to perform any of its obligations under this Agreement due to causes beyond the

reasonable control of the Party invoking this provision, including but not limited to acts of God,

acts of civil or military authorities, riots or civil disobedience, wars, strikes or labor disputes (each,

a "Force Majeure Event"), such Party's performance shall be excused and the time for performance

shall be extended accordingly provided that the Party immediately takes all reasonably necessary

steps to resume full performance.

14.7 Governing Law; Dispute Resolution. This Agreement shall be governed by and interpreted in

accordance with the laws of the state of California without giving effect to its conflicts of law

rules. Each of the Parties to this Agreement consents to the exclusive jurisdiction and venue of the

state and federal courts of San Francisco, California.

14.8 Notices. All notices and other communications hereunder shall be in writing and shall be

deemed to have been duly given when delivered in person (including by overnight courier) or three

days after being mailed by registered or certified mail (postage prepaid, return receipt requested),

and on the date the notice is sent when sent by verified facsimile, in each case to the respective

Parties at the address first set forth hereto. Either Party may change its contact information by

providing the other Party with notice of the change in accordance with this section.

14.9 Relationship of Parties. The Parties are independent contractors and will have no right to

assume or create any obligation or responsibility on behalf of the other Party. Neither Party shall

hold itself out as an agent of the other Party. This Agreement will not be construed to create or

imply any partnership, agency, joint venture or formal business entity of any kind.

14.10 Severability. If any provision of this Agreement is held invalid or unenforceable, it shall be

replaced with the valid provision that most closely reflects the intent of the Parties and the

remaining provisions of the Agreement will remain in full force and effect.

14.11 Waiver. No delay or failure by either Party to exercise any right or remedy under this

Agreement will constitute a waiver of such right or remedy. All waivers must be in writing and

signed by an authorized representative of the Party waiving its rights. A waiver by any Party of

any breach or covenant shall not be construed as a waiver of any succeeding breach of any other

covenant.

14.12 Headings. The headings of the articles and paragraphs contained in this Agreement are

inserted for convenience and are not intended to be part of or to affect the interpretation of this

Agreement.

14.13 Counterparts. This Agreement may be executed in a number of counterparts, each of which

shall be deemed an original, and all of which together shall constitute one and the same instrument.