FACECAKE MARKETING TECHNOLOGIES, INC. TECHNOLOGY PLATFORM AGREEMENT SUMMARY OF BASIC TERMS OF USE This agreement (this “Agreement”) is made and entered into by FaceCake Marketing Technologies, Inc. (“FaceCake”) and the “Client” named below. FaceCake has developed and markets certain proprietary visual demonstration augmented reality platform software solutions, some of which are intended for use via a mobile app, hardware kiosk or on a client’s online shopping website, hosted by FaceCake and appearing within the mobile app, kiosk, or client website, including software solutions known as Swivel® Virtual Dressing Room, Swivel® Close-Up, Swivel® Digital Signage, CAKE, and the Swivel Mobile App (collectively called “Swivel”), which enable a Customer to virtually “try” selected clothing, accessories and/or other items, as those products may be visualized on selected models or persons, as applicable, enhancing the customer’s shopping and advertising experiences. Client desires to use Swivel, subject to the terms and conditions set forth in this Agreement and any applicable Statement of Work (“SOW”) entered into by FaceCake and Client. Client may also desire FaceCake to provide certain hardware (the “Hardware” and together with the Software, the “Products”) and to license certain bundled software (the “Software”) for use on a limited basis, solely and exclusively by Client in connection with the project. Client: Company Name (“Client”) Initial Term: Twenty-four (24) months from Effective Date with optional annual renewals Effective Date: DATE Fees: Refer to each SOW This Agreement is comprised of this Summary of Basic Terms (this “Summary”), the attached Terms & Conditions, and all documents referenced herein and Exhibits hereto. By signing below, Client acknowledges having read this Agreement in its entirety and agrees to be bound by this Agreement. The parties warrant that their respective signatories are authorized to execute this Agreement. For FaceCake Marketing Technologies, Inc.: For Client: Signature: Signature: Signature Date: Signature Date: Name: Name: Title: Title: Address: 22287 Mulholland Highway, Suite 97 Calabasas, CA 91302 USA Address: Phone: +1-818-444-3265 Phone: Fax: +1-818-444-3278 Fax: Email: info@facecake.com Email: TERMS AND CONDITIONS 1. PROJECT. 1.1 Statements of Work. From time to time, Client and FaceCake may execute statements of work, substantially in the form of the Summary of Terms attached hereto, that describe the specific project details, including any software customization or hardware to be delivered by FaceCake (as executed by the parties, an “SOW”). Each SOW will expressly refer to this Agreement, will form a part of this Agreement, and will be subject to the terms and conditions contained herein. If there is a discrepancy between this Agreement and a SOW, the SOW shall control. 1.2 Details of Project. (a) Generally. FaceCake will customize (if needed), set-up, and operate Swivel, all as set forth in each SOW (each a “Project” and collectively the “Projects”) in accordance with the terms and conditions of this Agreement and of each SOW and in accordance with applicable law, including without limitation, the Americans with Disabilities Act. If there is any conflict between this Agreement and an SOW, the terms of the SOW will control. (b) Software. (1) Client acknowledges that the Software provided under this Agreement may include, as may be set forth in an SOW: (i) Software developed by FaceCake for download and use by end user customers on mobile devices (“App Software”), (ii) Software provided as bundled with and/or embedded within the Hardware (“Kiosk Software”), and (iii) Software hosted by FaceCake in connection with the hosted Services provided under this Agreement (“Hosted Software”). (2) All App Software shall be made available to Client and any customers or other end users solely pursuant to the terms of FaceCake’s standard EULA made available through the applicable mobile platform application store. FaceCake hereby licenses to Client a limited, nonexclusive, nontransferable (except to any affiliate of Client (i.e., an entity controlling controlled by or under common control with Client or to a successor to Client as a result of a merger, reorganization, sale of all or substantially all of Client's assets, or similar transaction) license to the Kiosk Software solely for the term of this Agreement, and solely for Client’s (or Client’s affiliate’s) use in connection with the Project and only as embedded within or resident on the Hardware. FaceCake hereby grants Client a limited, nonexclusive, nontransferable (except to an affiliate of Client) license during the term of this Agreement to access and use the Hosted Software for the sole purpose of enabling Client to use and enjoy the benefit of the Hosted Software as provided by FaceCake in the manner permitted by this Agreement and the applicable SOW. (3) Client shall not (and shall not allow any third party to): (A) decompile, disassemble, translate, reverse engineer or otherwise attempt to derive source code from any encrypted or encoded portion of the Software, in whole or in part, nor will Client use any mechanical, electronic or other method to trace, decompile, disassemble, or identify the source code of the Software or encourage or permit others to do so, except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions; (B) sell, sublicense, rent, lease, distribute, including timesharing or service bureau purposes: (i) the Software, (ii) any modified version or derivative work of the Software created by the Client or for the Client, or (iii) any FaceCake software, either modified or not, licensed under an open source license; or (C) create, develop, license, install, use, or deploy any third party software or services to circumvent, enable, modify or provide access, permissions or rights that violate the technical restrictions of the Software, and the terms of the Agreement. Notwithstanding the foregoing, Client has the right to market, advertise and promote the Swivel Application when contracted. 1.3 Changes to SOW. Client may submit to FaceCake written requests to change the scope of the Project described in an SOW (each such request, a “Project Change Request”). FaceCake shall, in good faith, consider such Project Change Requests, but FaceCake has no obligation to do so. FaceCake will promptly notify Client if it believes that the Project Change Request requires an adjustment to the fees or to the schedule of the Project. In such event, the parties will negotiate in good faith a reasonable and equitable adjustment to the fees and/or schedule, as applicable. FaceCake will continue to customize, set-up, and operate Swivel pursuant to the existing SOW and will have no obligation to execute any Project Change Request unless and until the parties have agreed in writing to such an equitable adjustment. 1.4 Client Responsibilities. (a) General. In connection with each SOW, both parties will: (i) provide qualified personnel who are capable of performing each party’s duties and tasks under the SOW; and (ii) perform each party’s duties and tasks under the SOW, and such other duties and tasks as may be reasonably required to customize, set-up, and operate Swivel. (b) Client Materials. Client will also make available to FaceCake that certain client content regarding its merchandise, information and any other materials required by FaceCake, in each case to the extent within Client’s possession, to customize, set-up, and operate Swivel, including, but not limited to, information, product photographs or materials specifically identified in the SOW (collectively, “Client Materials”). Client will be responsible for ensuring that all such Client Materials are materially accurate and complete, and delivered in a timely manner. Further, Client represents that it has all rights and licenses in the Client Materials necessary to permit FaceCake to display and otherwise use the Client Materials as set forth in this Agreement and as directed by Client (c) Hardware. To the extent an SOW requires Client to purchase, lease or use Hardware from FaceCake, this Agreement sets forth the terms and conditions for FaceCake providing or selling to Client the Hardware identified in the applicable SOW. The time period for providing the Hardware shall commence on the day the Hardware is delivered by FaceCake to Client and accepted by Client and shall continue for the period set forth in the applicable SOW. The Hardware shall be used by Client solely in connection with its activities under each SOW. Client may not use the Hardware for any other purpose. The Hardware, as combined with the Software, shall be used by Client solely at the locations and in connection with Client’s activities specifically described in this Agreement and the applicable SOW. The Hardware shall be installed in locations agreed upon by Client. Client may not use the Products at any other location or for any other purpose. Warranties or other protections relating to the Hardware, if any, shall be solely those provided by the Hardware manufacturer, which terms shall be passed through by FaceCake to Client where applicable. (d) Code on Client Site. For online use, Client will establish and maintain the lines of code and link(s) provided by FaceCake (the “Links”) on the applicable pages of the Client’s website as agreed by the parties (the “Client Site”). The Links shall create pop-up screens within the Client Site that are hosted by FaceCake, and which enable FaceCake to customize, set-up, and operate CAKE, the online version of Swivel, for Client. The FaceCake Try-On icon, a FaceCake or Swivel or Swivel Close-Up or CAKE logo and Call to Action will also appear with each image that is part of CAKE. During the Term, Client shall not remove, tamper with, adjust or oth