End User License Agreement

IMPORTANT — PLEASE READ CAREFULLY BEFORE USING ANY AUTOMAI PRODUCTS

This End User License Agreement (“EULA”) is a contract between: (a) the person or entity accessing and using Automai Products (“End User, “you,” or “your”), and (b) Automai Corporation (“Automai,” “we,” or “us”) that governs your use of Automai software products (“Automai Products”). This EULA applies to End Users who access Automai Products purchased directly through us under a separate agreement for such purchase or through one of our authorized resellers (“Automai Reseller”). You may only access and use the Automai Products for which all applicable license fees have been paid to us or the Automai Reseller, as applicable, and only for the duration of such End User license.

If all license fees have not been paid, or if the license term has expired, you may not access or use Automai Products and must, except as provided below, destroy all copies of Automai Products in your possession.

THE RIGHTS TO ACCESS AND USE AUTOMAI PRODUCTS ARE OFFERED ONLY ON THE CONDITION THAT YOU AGREE TO ALL TERMS AND CONDITIONS OF THIS EULA. BY INSTALLING, COPYING, DOWNLOADING, OR OTHERWISE USING AUTOMAI PRODUCTS, YOU AGREE TO BE BOUND BY THIS EULA. IF YOU DO NOT ACCEPT THIS EULA, YOU MUST CEASE ALL USE AND DESTROY ALL COPIES OF AUTOMAI PRODUCTS AND ACCOMPANYING DOCUMENTATION WITHIN ONE (1) DAY OF FIRST PURCHASE, ACCESS, OR USE.

1. License Grant

Subject to the terms and conditions of this EULA and payment of all applicable license fees, Automai grants you a non-exclusive, non-transferable (except as expressly provided herein), and non-sublicensable license solely for your own internal business operations to Use one (1) copy of the Automai Products. “Use” means installing, copying, storing, loading, executing, displaying, or otherwise using Automai Products.

2. Restrictions

You shall not use Automai Products for any purposes beyond the scope of the license granted under this EULA. Except as expressly permitted by this EULA or mandatory law, you agree not to:

• Separate component parts of Automai Products for Use;

• Disable any licensing or control features in the Automai Products;

• Copy, reproduce, or republish the Automai Products, in whole or in part, other than as strictly necessary to use the Automai Products for its intended purposes

• Translate, adapt, disassemble, change the layout, or make other changes to Automai Products;

• Use Automai Products or parts thereof in other software;

• Use or access Automai Products to provide service bureau, time-sharing, or other computer hosting services to third parties;

• Modify or create derivative works based upon Automai Products;

• Remove, modify, or obscure any copyright or proprietary notices contained in Automai Products;

• Reverse engineer, decompile, disassemble, or attempt to derive the source code of Automai Products except and only to the extent that the right to do so is allowed under applicable law;

• Access Automai Products in order to build a similar or competitive product;

• Share nonpublic features or content of Automai Products with any third party;

• Use Automai Products in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other rights of any person or that violates any applicable law;

• Introduce any malicious code or instructions that may disrupt, damage, delay, or interfere with the use of Automai Products; or

• Assign, transfer, sell, resell, sublicense, rent, lease, time-share, distribute, or otherwise transfer the rights granted to you under this EULA to any third party except as expressly set forth herein.

3. Archival Copies

If required under applicable law, you may make one (1) copy of Automai Products for backup and archival purposes, provided any copy contains all the original software’s proprietary notices.

4. Compliance with the Law

By using or accessing Automai Products, you agree not to do anything illegal, infringing, fraudulent, malicious, or which could expose Automai or our suppliers, licensors, or resellers to harm or liability, and you will not attempt, encourage, or facilitate any of the above. You further agree that you shall always comply with applicable privacy laws and technology export laws while accessing and using Automai Products.

5. Third-Party Services

Automai Products may include, in addition to Automai proprietary software, software under licenses from third parties (“Third-Party Services” or “Third-Party License”). All Third-Party Services are provided “As-Is,” and Automai does not endorse or warrant any Third-Party Services. Any Third-Party Services are licensed to you subject to the terms and conditions of the corresponding Third-Party License. Generally, the Third-Party License is located in a file such as license.txt or read.me file; you should contact Automai support or your applicable Automai Reseller if you cannot find any Third-Party License.

6. Open Source Software

Portions of Automai Products may include Open Source Software (defined below) subject to third-party terms and conditions. “Open Source Software” or “OSS” means all software that is distributed as “open source software” or under similar licensing or distribution terms (including, without limitation, to the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Affero General Public License (AGPL), Mozilla Public License (MPL), BSD licenses, the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL), the Sun Industry Standards License (SISL) and the Apache License). A list of all third-party OSS and related terms used in Automai Products is available by emailing

support@automai.com

. If there is a conflict between any third-party OSS terms and the terms of this EULA, the third-party OSS terms shall prevail but solely in connection with the related third-party OSS. This EULA does not limit or expand your rights under the terms of any applicable OSS license. Any fees paid for access to Automai Products include only the Automai Products in which the OSS was used and do not apply to the OSS itself. Notwithstanding anything in this EULA to the contrary, we make no warranty or indemnity with respect to any OSS.

7. Reservation of Rights

Automai Products are licensed and not sold, and all ownership and intellectual property rights in Automai Products and user documentation are owned by Automai or its suppliers or licensors and are protected by law, including applicable copyright, trade secret, patent, and trademark laws. You receive no rights to Automai Products other than those specifically granted in this EULA. Subject to the rights granted in this EULA, Automai reserves all rights,
title, and interest in and to Automai Products, including all related intellectual property rights. You acknowledge and agree that this EULA does not grant you any title or right of ownership in or to Automai Products or any component thereof, or to any associated documentation, materials, or intellectual property rights, or to any enhancements, customizations, integrations, modifications, suggestions, Feedback (defined below), features, feature requests, or improvements related to the foregoing, whether or not associated and integrated into Automai Products. You agree not to, at any time, take or cause any action which would be inconsistent with or tend to impair the rights of Automai or its licensors in Automai Products.

8. Feedback

If you provide us with any input, suggestions, communications, or materials suggesting or recommending changes to Automai Products, including, without limitation, suggestions for new features or functionality or any comments, questions, or the like (“Feedback”), you hereby grant Automai a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, and irrevocable license, with the right to sublicense, under all of your intellectual property rights related to such Feedback, to use such Feedback, and to make, offer for sale, sell, lease, import, use, reproduce, modify, create derivative works, combine, market, and distribute Automai Products and services that include such Feedback.

9. Consent to Use of Data

Automai and its affiliates may collect and use technical information you provide in relation to: (i) your Use of Automai Products; or (ii) the provision of support services related to Automai Products. All such information is subject to Automai’s Privacy Policy
. Automai will not use such information in a form that personally identifies you except to the extent necessary to enhance your Use of Automai Products or provide support services or as otherwise required by applicable law.

10. Automai Resellers

You may receive access to Automai Products from Automai Resellers, which may be subject to separate terms or agreements with such Automai Reseller, and Automai is not a party to such other agreements. Automai is not responsible for services performed by Automai Resellers with whom you contract or through whom you purchase or install Automai Products. Any dispute with an Automai Reseller should be taken up directly with the applicable Automai Reseller. AUTOMAI EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF YOUR USE OF AN AUTOMAI RESELLER RELATING TO AUTOMAI PRODUCTS REGARDLESS OF WHETHER SUCH RESELLER IS LISTED AS “AUTHORIZED,” “CERTIFIED,” OR OTHERWISE.

11. Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN THIS EULA, IF ANY, AUTOMAI PRODUCTS ARE PROVIDED “AS-IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, ORAL, OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, REASONABLE CARE, AND/OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT AUTOMAI OR OUR RESELLERS KNOW, HAVE REASON TO KNOW, HAVE BEEN ADVISED, OR ARE OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE). TO THE EXTENT PERMITTED BY APPLICABLE LAW, AUTOMAI FURTHER DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, AND/OR REPRESENTATIONS OF TITLE AND NON-INFRINGEMENT AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. AUTOMAI DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE FUNCTIONS PERFORMED BY AUTOMAI PRODUCTS WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF AUTOMAI PRODUCTS WILL BE UNINTERUPTED, ERROR-FREE, OR THAT ALL DEFECTS IN AUTOMAI PRODUCTS WILL BE CORRECTED. YOU AGREE THAT YOUR USE OR PURCHASE OF AUTOMAI PRODUCTS IS NOT CONTINGENT ON THE DELIVERY OF ANY FUTURE FUNCTIONALITY OR FEATURES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AUTOMAI, ITS EMPLOYEES, OR ANY AUTOMAI RESELLER SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF AUTOMAI’S OBLIGATIONS HEREUNDER.

12. Limitation of Liability

UNDER NO CIRCUMSTANCES WILL AUTOMAI OR ITS SUPPLIERS, LICENSORS, OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING CONTRACT, WARRANTY, STRICT LIABILITY, OR NEGLIGENCE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, WORK STOPPAGE, BUSINESS INTERRUPTION, PERSONAL INJURY, COMPUTER FAILURE, LOSS OF PRIVACY, LOSS OR CORRUPTION OF DATA, OR ANY AND ALL COMMERCIAL DAMAGES OR LOSSES, EVEN IF AUTOMAI OR ANY SUPPLIER, LICENSOR, OR RESELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, IN NO EVENT SHALL AUTOMAI’S LIABILITY UNDER ANY PROVISION OF THIS EULA EXCEED THE LICENSE FEES PAID TO AUTOMAI RELATED TO YOUR PERMITTED ACCESS AND USE OF AUTOMAI PRODUCTS. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

13. U.S. Government Restricted Rights and Compliance with Export Laws

Automai Products are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause of DFARS 252.227-7013 or subparagraphs (c)(i) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. You will comply with all laws, rules, and regulations (i) applicable to the export or import of Automai Products; or (ii) restricting the Use of Automai Products.

14. Injunctive Relief

You acknowledge that a breach of the Section entitled ‘Reservation of Rights’ could cause irreparable injury to Automai that may not be adequately compensated in monetary damages. In the event of such a breach, Automai is entitled to equitable relief to protect its interests, including preliminary and permanent injunctive relief.

15. Governing Law

This EULA shall be governed and construed in accordance with the laws of the United States and the State of California, excluding that body of law pertaining to conflicts of law. Any dispute arising under this EULA shall be resolved in the federal courts located in the State of California, and you and we agree and submit to the personal and exclusive jurisdiction and venue of these courts.

Contact

You may contact us anytime by letter delivered by first-class postage prepaid mail or overnight courier to the following address: Automai Corporation, 2910 W. Broadway, Suite 201, Los Angeles, CA 90041.