The Terms and Conditions to access and use the 9-HI Platform are set forth in the following License Agreement. By agreeing electronically you represent and warrant that you have the lawful authority to bind the Licensee on whose behalf you represent to agree to accept and to be bound by the Terms and Conditions set forth in the License Agreement. _______________________________________________________________________________ This LICENSE Agreement (this “Agreement”) is made as of the date of the electronically authorized signature of the Licensee, by and between AI STRATEGY CORPORATION, a Delaware corporation (“AIS” or the “Licensor”) and the Licensee (the “Licensee”) (each of AIS and the Licensee is a “Party” and collectively, the “Parties’) and sets forth the terms and conditions for Licensee’s access to and use of the 9-HI Platform. Preamble WHEREAS, AIS has developed and owns proprietary software (the “AIS Software”), data and information (collectively, the “9-Hi Platform” or “Platform”) for collaborative decision intelligence and risk analysis for technology development (the “Permitted Use”) which it licenses to Enterprises and Governments for use through Licensee Groups; and WHEREAS, Licensee wishes to access and use the 9-HI Platform solely for the Permitted Use, NOW THEREFORE, the parties hereto covenant and agree as follows: 1. DEFINITIONS. The following Capitalized terms have the definitions assigned to them: 1.1 “Enterprise” means a legal entity (whether for profit or not-for-profit), including public and private educational institutions, but excluding a Government. An Enterprise accesses the Platform through Groups. 1.2 “Government” means any (federal, state or municipal) political entity, including any separate unit thereof such as a department, division, independent agency or instrumentality. Public universities are considered as Enterprises. A Government accesses the Platform through Groups. 1.3 “Group(s)” means any of a Licensee Group or an IE Group. 1.4 “IE Group(s)” means an Innovation Exploration Group established by two or more USERs solely for the purpose of reviewing information and data which is in the public domain, or that designated as “public” by a Licensee Group or USER (as provided in Section 6, below), and uploading the results of such review to the Platform Data Base. Each such group shall set its own rules and be responsible for the actions of the individual members in accordance with the 9-HI Protocols. 1.5 “Licensee Group(s)” means any number of users with a common goal and/or organization that are assembled together by an Enterprise or Government with a unique Group name and ID. The purpose of a Licensee Group is to execute Projects that are of common interest to the members of the Group. Each Group establishes and administers its own rules and agreements with respect to such matters as Confidentiality, Data usage, Intellectual Property, Privacy, Personal Conduct, and internal procedures that it deems necessary; provided the aforementioned do not conflict with the Protocols or the provisions of this Agreement. A Licensee is solely responsible for actions of Group and Project members. As used herein “Project” means an individual or collaborative initiative that is carefully planned to achieve a particular goal and begins when a unique 9-HI Project ID is assigned. 1.6 “Licensee” means an Enterprise or Government. 1.7 “9-HI Member” means an SME, and individuals in any Group. 1.8 “Permitted Use” means use of the 9-HI Platform solely and exclusively for collaborative decision intelligence and risk analysis for technology, selection, development and evaluation. 1.9 “Platform” means the 9-HI Platform and any or all of its software code, data, system, processes, models, features and capabilities. 1.10 “Platform Data Base” means the data base maintained on the Platform, which is available, to the extent consistent with AIS privacy policy and Protocols, to all Licensees and USERs. Any USER may contribute data either individually or as a member of an IE Group. 1.11 “Program Manager” means an individual designated and authorized by Licensee to act on behalf of Licensee with respect to this Agreement, including, without limitation, establishment of Groups and Projects 1.12 “Protocol(s)” means the requirements and procedures set forth in the 9-HI Knowledge Center, as it may be modified from time to time as provided for in Section 2.3, that must be adhered to in the use of the 9-HI Platform, including the establishment of any Groups (and their Projects), IE Groups and the designation of information or data as Public or Private. 1.13 “Subject Matter Expert” or” SME” means is a USER who has expertise in an area of interest to a Licensee, who may be invited to participate in a Licensee Group or Project. An SME may be an employee of a Licensee or an independent consultant. All SMEs are “USERs”. 1.14 “USER” means individual USERs and SMEs. who are eligible to join Licensee Groups or Projects or IE Groups. An individual USER may access the Platform at any time to upload or access data to or, on the Platform Data Base in accordance with the Protocols. 2. LIMITED LICENSE. 2.1 License Grant. Subject to the terms and conditions of this Agreement, AIS hereby grants Licensee, and Licensee accepts, a nonexclusive, nontransferable, and revocable limited license to access and use the Platform solely for the Permitted Use in accordance with the Protocols. 2.2 Licensee Data. Licensee represents and warrants that Licensee has the legal use of, or the necessary rights and licenses to, any data, information or files, which Licensee, through Licensee Groups or Projects uploads/introduces to the Platform. 2.3 Updates. AIS may update and modify the Platform, Protocols and privacy policy, from time to time, and shall advise the Licensee of such update or modification. 2.4 Technical Support. AIS will provide technical support for the 9-HI Platform as set forth in the Platform Knowledge Center. 2.5 ID Security. Licensee shall be responsible for security of any access codes ID’s and passwords provided by AIS and shall not share or disclose same. Licensee is solely responsible for maintaining the confidentiality of such codes ID’s and passwords and for any activity in connection with Licensee's account. The Licensee must notify AIS immediately if a code, ID or password is compromised. Licensee shall indemnify and hold AIS harmless against any cost or liability arising out of Licensee’s failure to use reasonable efforts to maintain such security. 2.6 Fees. Reserved 2.7 Specific Restrictions. The Licensee covenants and agrees it will not: (a) modify or create any derivative works of any of the Platform or documentation; copy the AIS Software or any other component of the Platform; (b) separate the Platform into its component parts; (c) reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for any product of the AIS Software or any other component of the Platform; (d) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the AIS Software or any other component of the Platform; (e) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Platform; or (f) permit any person to access and use the Platform who is not authorized to do so (by way of example only, authorized persons include other licensees of AIS and SMEs). 3. LICENSEE OBLIGATIONS/ LINK TO PLATFORM 3.1 Lawful Use. The Platform is licensed solely for lawful purposes and uses. The Licensee is responsible for ensuring that Licensee's (and that of the SMEs) use of the Platform is in accordance with this Agreement, any applicable laws, statutes, ordinances, regulations, rules and other government authority, and agreements established by the Group. 3.2 Compliance (Acceptable Use). The Licensee shall (1) not interfere or disrupt networks connected to services provided by the Platform ; (2) comply with all regulations, policies and procedures of such networks connected to the services; (3) not use the Platform to infringe the privacy or intellectual property rights of a third-party; (4) not use the Platform to distribute or transmit any data that contains viruses or malware, (5) not attempt to gain unauthorized access to other computer systems; and (6) not use the Platform to transmit any unlawful, harassing, libelous, defamatory, racist, indecent, abusive, violent, threatening, intimidating, harmful, vulgar, obscene, offensive or otherwise objectionable material of any kind or nature. 3.3 Export. The Licensee agrees that Licensee will not export or re-export any of the 9-HI Platform or Confidential Information (as defined in Section 7 below) except as authorized by United States law. In particular, but without limitation, the 9-HI Platform may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List or any other restricted party lists. By using the 9-Hi Platform, Licensee represents and warrants that Licensee, is not, and no SME in any Group or Project will be, located in any such country or on any such list. The Licensee agrees to comply with all applicable export and reexport control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. The Licensee also agrees and covenants that Licensee will not use the 9-HI Platform or any Confidential Information for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons nor transfer or export any product, process or service that results from Licensee’s use of the 9-HI Platform in violation of United States law. 3.4 Link to Platform Licensee shall be solely responsible for obtaining and maintaining all software, hardware, telephonic or other communications circuits, and Internet Service Provider relationships that are necessary or appropriate to access and use properly the Platform. (a) AIS will have no responsibility or liability hereunder for any unavailability or failure, or nonconformity or defect in the Platform that is caused by or related in any manner to any failure of User to obtain and maintain all such software, hardware and relationships. (b) Licensee shall use reasonably commercial efforts to ensure that any data uploaded to the Platform will be free of viruses and malware. (c) Licensee acknowledges that the Platform is subject to the operation and telecommunications infrastructures of the Internet and the operation of Licensee’s Internet connection services, all of which are beyond AIS’s control. The Platform is not designed for high-risk environments, a failure of which could lead to death, personal injury, or severe damage. (d) Licensee accepts all responsibility for security risks and any damage resulting from any content viewed, developed or accessed through the Platform, and AIS is not responsible for any damage or loss caused by Licensee's use or reliance on any such content or information. (e) Licensee acknowledges that the 9-HI Platform may contain errors or inaccuracies that could cause failures, corruption or loss of Data and/or information from Licensee's computers and/or devices or from Licensee’s peripherals (including, without limitation, servers and printers) connected thereto. Licensee acknowledges that AIS strongly encourages Licensee to back-up all Data and information on Licensee’s computers, devices and/or any peripherals. 4. SUBJECT MATTER EXPERTS 4.1 As set forth in the Protocols, Licensee may invite one or more SMEs to join a Group or Group Project. 4.2 AIS does not verify the information provided by an SME and in no event shall AIS have any responsibility or liability with respect to any SME or any such arrangements or any content. 4.3 Licensee shall be solely responsible for any arrangement made by any Licensee Group with SMEs (including its own employees) with respect to such matters as content (data or information) provided by, or to, an SME, intellectual property rights and confidentiality. Licensee is solely responsible for acts or omissions of any SME who participate in any Licensee Group or Project. 5. WARRANTY AND LIMITATIONS. 5.1 LIMITED WARRANTY. THE PLATFORM AND ANY SERVICES OR MATERIALS PROVIDED IN CONNECTION THEREWITH ARE PROVIDED BY AIS WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, ACCURACY, COMPLETENESS OR ANY RESULTS TO BE ACHIEVED THEREFROM. AIS MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING COMPATIBILITY OF ANY SOFTWARE OR EQUIPMENT USED BY LICENSEE WITH THE PLATFORM OR ANY RESULTS TO BE ACHIEVED FROM SUCH USE. 5.2 LIMITATION OF LIABILITY. IN NO EVENT SHALL AIS BE LIABLE FOR LOSS OF GOODWILL, USE, LOST REVENUE, LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN RELATION TO USER’S ACCESS TO OR USE OF THE PLATFORM, REGARDLESS OF WHETHER SUCH CLAIM ARISES IN TORT OR IN CONTRACT OR OTHERWISE. 5.3 LIMITATIONS ON REMEDY. ALL ACTIONS OR CLAIMS RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR FROM THE DATE WHEN THE CAUSE OF ACTION OCCURRED 6. CONSENT TO COLLECTION AND USE OF DATA. 6.1 Collection and Use of Information Based on Designation of Project. Licensee shall designate each Group and Project as either Private or Public. Licensee agrees that such designation shall control the use of information generated by any Group, with respect to a Project and that the Platform will automatically collect Keywords, Risks, Success Factors and Success Evidence (collectively, the “Community Meta Vectors”) as set forth in in the Protocols contained in the 9-HI Platform “Help and Knowledge Center”. 6.2 Privacy Policy. Data collected from the Licensee by AIS as a result of the access to and use of the 9-HI Platform will be treated in accordance with AIS’s Privacy Policy, which can be viewed at: www.nine-hi.com/privacypolicy. 7. TERM AND TERMINATION. 7.1 Term. The term of this Agreement shall commence upon the date first above written and continue from calendar year to calendar year thereafter until the termination of this Agreement. 7.2 Termination. Either Party may terminate this Agreement upon 30 days prior written notice with or without cause to the other Party. AIS may terminate this Agreement immediately upon Licensee’s breech of the Agreement or failure to adhere to the Protocols governing the access to and use of the Platform, including failure to pay fees. 7.3 Insolvency or Bankruptcy. This Agreement shall terminate in the event of the insolvency or bankruptcy of the Licensee. 7.4 Effect of Termination. Upon termination of this Agreement, Licensee’s access to and use of the Platform will be terminated automatically by AIS. 8. INTELLECTUAL PROPERTY RIGHTS 8.1 AIS Rights. (a) The AIS Software, Codes, or any other component of the 9-HI Platform, and any confidential and proprietary information, provided by AIS or learned by Licensee as a result of its access to and use of the 9-HI Platform, and all copies thereof, are the sole property of AIS and nothing herein shall convey or be deemed to convey any title or any rights thereto to Licensee. (b) All applicable rights in all copyrights, trademarks, trade secrets, trade names, patents and other intellectual property rights in or associated with the 9-HI Platform are and will remain in AIS and Licensee shall have no such intellectual property rights therein or thereto. 8.2 Licensee Rights. Any Licensee intellectual property which is uploaded/introduced during use of the 9-HI Platform shall remain the property of Licensee; provided that any such intellectual property which is designated as Public in accordance with the Protocols and included in the Platform Data Base maybe accessed by other 9-HI Members. 9. 9-HI PLATFORM/ THIRD PARTY SOFTWARE. Portions of the 9-HI Platform may include third-party software and other copyrighted material. Acknowledgements, licensing terms, and disclaimers for such material are maintained by AIS for the 9-HI Platform, and Licensee's use of such material is governed by such respective terms. Mention of third parties and third-party products in any materials, provided to Licensee is for informational purposes only and constitutes neither an endorsement nor a recommendation. All third-party product specifications and descriptions are supplied by the respective vendor or supplier, and AIS shall have no responsibility with regard to the selection, performance, or use of these vendors or products. All understandings, agreements, or warranties, if any, take place directly between the vendors and the prospective users. 10. NO WAIVER. No delay or failure to take action under this Agreement will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of AIS, and no single waiver will constitute a continuing or subsequent waiver. 11. ASSIGNMENT. The provisions of this Agreement are binding on the parties hereto and on their respective successors and permitted assigns. Licensee shall not assign or otherwise transfer its rights and obligations hereunder to any third party, except with the prior written consent of AIS. AIS may transfer its rights and obligations hereunder to an affiliate, any successor interest by merger, by operation of law, assignment, purchase or otherwise of substantially all of its business. Any prohibited assignment shall be null and void. 12. GOVERNING LAW; JURISDICTION; UN CONVENTION 12.1 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York, except that body of New York law concerning conflicts of law. 12.2 Jurisdiction. In the event that there is a dispute between the Parties arising under this Agreement, the Parties (i) agree that the exclusive forum to seek remedy shall be to institute a legal proceeding in the courts of the State of New York located in the City and County of New York or the United States District Court for the Southern District of New York and (ii) hereby expressly submit to the personal jurisdiction and venue of such courts for the purposes thereof and expressly waive any claim of lack of personal jurisdiction and improper venue and any claim that such courts are an inconvenient forum. Each Party hereby irrevocably consents to the service of process of any of the aforementioned courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the address provided to the Parties in accordance with Section 16 of this Agreement, such service to become effective 10 days after such mailing. 12.3 UN Convention. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. 13. NOTICES. Any notice required or permitted to be given under this Agreement shall be delivered (i) by hand, (ii) by registered or certified mail, postage prepaid, return receipt requested, to the following addresses of the other Party, or to such other addresses as a Party may designate by written notice in accordance with this Section 16 by nationally recognized overnight courier (including the US Postal Service), or (iii) by electronic transmission with confirming letter mailed under the conditions described in (ii). Notice so given shall be deemed effective when received or if not received by reason or fault of addressee, when delivered. To the Licensor: AI Strategy Corporation Attn.: David Mroczka, President & CEO 317 Park Avenue Babylon NY 11702 DaveM@AI-Strategy.com To the Licensee: Via Group Point of Contact (POC) identified on the 9-HI Platform 14. RELATIONSHIP OF AIS AND LICENSEE. This Agreement does not create a partnership, agency, or employment relationship between the Licensee and AIS. This Agreement is for the sole benefit of the Parties. 15. SEVERABILITY. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. 16. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior written and oral understandings of such parties with regard thereto. Except as expressly set forth herein, any waiver or amendment of any provision of this Agreement shall be effective only if in writing and signed by authorized representatives of both parties. 17. COUNTERPARTS. This Agreement may be executed in any number of counterparts, including electronic transmission of a Portable Document Format File, each of which shall be deemed to be an original and all of which taken together shall constitute a single agreement. Such counterpart may be sent as provided in Section 16 to the other Party.   EXHIBIT A TO LICENSE AGREEMENT Projects must be designated as either PRIVATE or PUBLIC before the unique 9-HI™ Project ID is assigned the Project. Such choice will determine how the Information/Data will be treated. “Public” indicates this will be available to members of 9-HI (who may re-distribute to others, subject to any copyright restrictions) as set forth below: PRIVATE SETTING PUBLIC SETTING Community Meta Vectors: Community Meta Vectors: Key Words Key Words Risks Risks Success Factors Success Factors Success Evidence Success Evidence No Actual Success Evidence. Actual Success Evidence used in the project such as: Reports, technical papers flowcharts, calculations, plans, organizational documents or anything else used for the Public Project No other data is shared from the Private Project All other data is shared from the Public project Definitions for above terms: Words/concepts of great relevance and significance. These will be critical for both the development and growth of the 9-HI™ platform. Keywords will be organized and structured via the 3 Tier 1 Lanes so they can be used by AI Agents/SMEs for assistance with profile completion, project assignments, collaboration, SF guidance, etc. An exposure to danger, or an unknown, that can be categorized as either a gap, barrier or vulnerability. Risks are those things that can prevent or derail a successful selection or development of a technology. In 9-HI™, Risks are assessed at the Tier 1 Level. Risks must be continuously reduced throughout a Development Program in order for the Program to be successful. During selection Projects, it is essential for the proposed effort to address significant Risks identified by the Host, this is normally presented as part of the Development Plan. Second Tier measurements that roll up to calculate the FPMs. These are customized for specific technologies, teams and applications. Accurate selection of these is critical for deriving FPM scores, AI will be deployed to recommend FPMs of similar previously successful development efforts. Success factors can be long term or short term. Long term success factors are used for the entire project duration and are tied to the overall project goals and objectives to drive down the overall project risks. These long-term success factors should never change once they are established for the project, unless the scope of the project itself has changed. Short term success factors only apply to specific TRL(s) or other short-term period. They are not Success Factors that apply for the overall Development Program. These only occur in Development Projects in order to address specific development activities that provide new evidence to advance development to the next development activity. Evidence used to drive down risks and improve SF Scores. Evidence must be able to survive an audit and/or stringent peer review. Examples of evidence might include, testing, prototyping, analysis, calculations, pilot reviews, focus group feedback, confirmed supporting data, etc. A development Plan used to propose R&D work is a plan that describes what evidence is expected to be generated to drive down risks, drive up SF Scores and advance TRLs.