SUBSCRIPTION SOFTWARE LICENSE AND SERVICES AGREEMENT AGREEMENT NUMBER: __________ THIS SUBSCRIPTION SOFTWARE LICENSE AND SERVICES AGREEMENT (the “Agreement”) is between MeBeBot, Inc. (“MeBeBot”) and Client Name (“Licensee”) as of the Effective Date. The parties agree as follows: 1. Definitions. (a) “Affiliate” means any entity, directly or indirectly, controlling, controlled by, or under common control with, a party to this Agreement. (b) “Authorized Users” means: (i) Licensee’s employees; and (ii) contractors authorized by Licensee to access the Subscription Software who, prior to obtaining access to the Subscription Software, have executed a non-disclosure agreement that protects MeBeBot’s Confidential Information to the same extent as this Agreement, in each case registered in the database with a unique UserID and a unique password. (c) “Confidential Information” means non-public information that is identified as or would be reasonably understood to be confidential and/or proprietary. Confidential Information of MeBeBot includes, without limitation, the Documentation and the Subscription Software, including any software code and all algorithms, methods, techniques, and processes revealed or utilized therein. Confidential Information of Licensee includes Licensee Data. Confidential Information does not include information that: (i) is or becomes known to the public without fault or breach of the Recipient; (ii) the Discloser regularly discloses to third parties without restriction on disclosure; (iii) the Recipient obtains from a third party without restriction on disclosure and without breach of a non-disclosure obligation known to Recipient; or (iv) is independently developed by the Recipient without use of Confidential Information. (d) “Discloser” means the party providing Confidential Information to the Recipient. (e) “Documentation” means the then-current MeBeBot-provided documentation relating to the features, functions, and use of the Subscription Software. (f) “Effective Date” means the date identified on the signature page of this Agreement as the Effective Date. (g) “Initial Subscription Term” means the initial subscription period set forth in the applicable Order Form. (h) “Intellectual Property Rights” means any and all rights in patents, copyrights, trademarks and service marks. (i) “Licensee Data” means information provided, entered or uploaded for use by or with the Subscription Software by the Licensee or its Authorized Users. (j) “License Limitation” means any limitation on the use of the Subscription Software identified in an Order Form (e.g., number of Authorized Users, locations, connections). (k) “Order Form” means each order form signed by the parties incorporating the terms of this Agreement which shall contain, without limitation, a list of the Subscription Software and associated quantity and License Limitation, a description of the Subscription Services, Subscription Fees, and payment terms. (l) “Personal Information” means information provided to MeBeBot by or at the direction of Licensee, or to which access was provided to MeBeBot in the course of MeBeBot’s performance under this Agreement that: (i) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, e-mail addresses and other unique identifiers); or (ii) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, financial account numbers, credit report information, biometric or health data, answers to security questions and other personal identifiers). Personal Information shall include any non-public personal information regarding any individual that is subject to applicable national, state, regional, and/or local laws and regulations governing the privacy, security, confidentiality and protection of non-public personal information. (m) “Recipient” means the party receiving Confidential Information of the Discloser. (n) “Renewal Term” means any renewal or extension of Licensee’s license to use the Subscription Software as set forth in any applicable Order Forms. (o) “Residual Knowledge” shall mean ideas, concepts, know-how or techniques related to the Discloser's technology and Confidential Information that are retained in the unaided memories of the Recipient who had rightful access to Confidential Information. (p) “Subscription Fees” means the fees for the Subscription Services set forth on the applicable Order Form. (q) “Subscription Services” means the Subscription Software hosting services and Support (as defined in Section 3(b)) that MeBeBot provides Licensee under an Order Form. (r) “Subscription Software” means collectively or individually the computer software programs identified in the applicable Order Form for which MeBeBot is providing the Subscription Services. (s) “Subscription Term” means the Initial Subscription Term or any Renewal Term, as applicable and as set forth in the applicable Order Forms. (t) “Third Party Licensor” means a third party whose software products (“Third Party Products”) have been made available to MeBeBot as a component of the Subscription Software. (u) “Updates” means generally available updates, enhancements or modifications to the then-current, general release version of the Subscription Software that are not separately priced or licensed as new products. (v) “UserID” means a unique user identification credential used in combination with a unique password to access the Subscription Services. 2. License. Subject to the terms and conditions of this Agreement and the applicable Order Form, MeBeBot hereby grants to Licensee a non-exclusive, non-transferable, non-sublicenseable, limited license to access and use the Subscription Software and the Subscription Services, during the Subscription Term, in an operating environment hosted by MeBeBot, for Licensee’s own internal use. Any rights not expressly granted in this Agreement are expressly reserved. (a) Documentation. Licensee may make a reasonable number of copies of the Documentation for the Subscription Software for its internal use in accordance with the terms of this Agreement. (b) License Limitations. Licensee’s use of the Subscription Software and Subscription Services is subject to any License Limitations specified in the applicable Order Form. (c) Restrictions on Use of the Subscription Software and Subscription Services. In no event shall Licensee access the Subscription Software on any environment outside the hosted environment selected by MeBeBot as part of the Subscription Services. In no event shall Licensee or its Authorized Users possess or control the Subscription Software or any related software code. Licensee is prohibited from causing or permitting the reverse engineering, disassembly or de-compilation of the Subscription Software. Except as expressly provided by this Agreement, Licensee is prohibited from using the Subscription Software to provide services to third parties. Licensee will not allow the Subscription Software to be used by, or disclose all or any part of the Subscription Software to, any person except Authorized Users. Licensee acknowledges and agrees that U.S. export control laws and other applicable export and import laws govern its use of the Subscription Software and Licensee will neither export or re-export, directly or indirectly, the Subscription Software, nor any direct product thereof in violation of such laws, or use the Subscription Software for any purpose prohibited by such laws. (d) Intellectual Property Rights Notices. Licensee is prohibited from removing or altering any of the Intellectual Property Rights notice(s) embedded in the Subscription Software or that MeBeBot otherwise provides with the Subscription Services. Licensee must reproduce the unaltered Intellectual Property Rights notice(s) in any full or partial copies that Licensee makes of the Documentation. (e) Ownership. Use of the Subscription Software and Subscription Services does not grant any ownership rights in or to the Subscription Software, the Subscription Services, or the Documentation. Licensee Data shall be the sole property of Licensee; however, MeBeBot may aggregate anonymous statistical data regarding use and functioning of its system by its various licensees, and all such data (none of which shall be considered Licensee Data), will be the sole property of MeBeBot. 3. Subscription Services. (a) Hosted Environment. MeBeBot will provide access to the application hosting environment through servers located at a facility selected by MeBeBot. (b) Support. MeBeBot shall (i) provide Licensee with access (via the internet, telephone or other means established by MeBeBot) to MeBeBot’s support helpline, (ii) install, when and if generally available, Updates; and (iii) use reasonable efforts to correct or circumvent any material deviation between the then-current, general release version of the Subscription Software and its Documentation (the foregoing referred to collectively as “Support”). MeBeBot shall have no obligation to correct a problem caused by Licensee’s negligence, Licensee’s equipment malfunction or other causes beyond the control of MeBeBot. (c) Authorized User Accounts. Licensee is responsible for maintaining its own Authorized User UserIDs and passwords which can be managed through the Subscription Software interface. Licensee is responsible for maintaining the confidentiality of Licensee’s UserIDs and passwords and shall cause its Authorized Users to maintain the confidentiality of their UserIDs and passwords. Licensee is responsible for all uses of and activities undertaken with UserIDs registered on Licensee’s account. Licensee agrees to immediately notify MeBeBot of any unauthorized use of Licensee’s UserIDs of which Licensee becomes aware. (d) Connectivity. MeBeBot will be responsible for maintaining connectivity from the hosted environment to the Licensee’s Subscription Software. Licensee is responsible for providing connectivity to the Internet for itself and its Authorized Users. Licensee shall also be responsible for ensuring that latency and available bandwidth from an Authorized User’s computer to MeBeBot’s hosted environment is adequate to meet Licensee’s desired level of performance. If Licensee requires a VPN or private network connection to the Subscription Services, Licensee is responsible for all costs associated with any specialized network connectivity required by Licensee. 4. Payment and Taxes. (a) Payment. Licensee shall pay MeBeBot the Subscription Fees set forth on the Order Form. Subscription Fees are payable in advance and MeBeBot will invoice Licensee for Subscription Fees prior to the commencement of the portion of the Subscription Term to which such fees apply. After the Initial Subscription Term, the Subscription Fees shall be subject to annual adjustment. Except as otherwise set forth in this Agreement, Subscription Fees are non-refundable. Unless otherwise set forth in an Order Form, Licensee will pay each MeBeBot invoice within 30 days of receipt. Late payments are subject to a late charge equal to the lesser of: (i) one and one-half percent (1.5%) per month; and (ii) the highest rate permitted by applicable law. Notwithstanding anything to the contrary in this Agreement, MeBeBot reserves the right to suspend access to the Subscription Services in the event of any past due Subscription Fees. (b) Taxes. Licensee is responsible for paying all taxes relating to this Agreement (except for taxes based on MeBeBot’s net income). Applicable tax amounts (if any) are not included in the Subscription Fees set forth on any Order Form. MeBeBot will invoice Licensee for applicable tax amounts and such invoices are payable in accordance with Section 4(a) and the Order Form. 5. Warranties, Disclaimer, and Remedies. (a) Right to Grant License. MeBeBot warrants that that it owns all right, title and interest in and to the Subscription Software or has obtained rights in such Subscription Software sufficient to grant the licenses granted to Licensee under this Agreement. Licensee’s exclusive remedy, and MeBeBot’s exclusive obligation, for a breach of this warranty is set forth in Section 7 (Indemnity). (b) Malicious Code. MeBeBot represents that it has used commercially reasonable efforts utilizing generally accepted industry tools and practices to provide Subscription Software that does not contain any “time bombs,” “worms,” “viruses,” “Trojan horses,” “protect codes,” “data destruct keys,” or other programming devices that are intended to access, modify, delete, damage, deactivate or disable the Subscription Services (“Malicious Code”). As Licensee’s sole remedy for breach of this representation, MeBeBot shall take action immediately to investigate, identify and remove such Malicious Code from the Subscription Software. (c) Limited Warranty. MeBeBot warrants to Licensee that, MeBeBot will render the Subscription Software and Subscription Services in accordance with the Documentation. MeBeBot will have no obligation to the extent that any alleged breach of foregong warranty is caused by any modification of the Subscription Software not performed by or on behalf of MeBeBot. (d) Compliance with Laws. Licensee will comply with all laws, rules and regulations applicable to the use of the Subscription Software and the Subscription Services including, without limitation, by not submitting any Licensee Data that is illegal, defamatory, or that infringes any third party proprietary rights. (e) Disclaimer of Warranties. The warranties in this Section 5 are made to Licensee exclusively and are in lieu of all other warranties. MEBEBOT MAKES NO OTHER WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH REGARD TO THE SUBSCRIPTION SOFTWARE AND SUBSCRIPTION SERVICES PROVIDED UNDER THIS AGREEMENT AND/OR ANY ORDER FORM, IN WHOLE OR IN PART. MEBEBOT EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. MEBEBOT EXPRESSLY DOES NOT WARRANT THAT THE SUBSCRIPTION SOFTWARE OR SUBSCRIPTION SERVICES, IN WHOLE OR IN PART, WILL BE ERROR FREE, OPERATE WITHOUT INTERRUPTION OR MEET LICENSEE’S REQUIREMENTS. 6. Confidential Information. (a) Confidentiality. The Confidential Information disclosed under this Agreement may be used, disclosed or reproduced only to the extent necessary to further and fulfill the purposes of this Agreement. Except as otherwise permitted under this Agreement, the Recipient will not knowingly disclose to any third party or make any use of the Discloser’s Confidential Information. The Recipient will use at least the same standard of care to maintain the confidentiality of the Discloser’s Confidential Information that it uses to maintain the confidentiality of its own Confidential Information, but in no event less than reasonable care. The non-disclosure and non-use obligations of this Agreement will remain in full force with respect to each item of Confidential Information for a period of ten (10) years after Recipient’s receipt of that item; provided, however, that Licensee’s obligations to maintain the Subscription Software and Documentation as confidential will survive in perpetuity. Each of Licensee and MeBeBot shall be responsible for the breach of the confidentiality terms contained in this Section 6 by any of its directors, officers, employees, Authorized Users, agents, accountants and advisors. Notwithstanding the foregoing, this Section is not intended to prevent (i) a Recipient from using Residual Knowledge, subject to any Intellectual Property Rights of the Discloser, or (ii) MeBeBot from using aggregated data regarding the use of the Subscription Services to provide reports or analytics to improve the performance of MeBeBot’s products, provided such data does not contain any Personal Information. If the Recipient should receive any legal request or process in any form seeking disclosure of Discloser’s Confidential Information, or if the Recipient should be advised by counsel of any obligation to disclose such Confidential Information, the Recipient shall (if allowed by law) provide the Discloser with prompt notice of such request or advice so that the Discloser may seek a protective order or pursue other appropriate assurance of the confidential treatment of the Confidential Information. Regardless of whether or not a protective order or other assurance is obtained, the Recipient shall furnish only that portion of the Discloser’s Confidential Information which is legally required to be furnished and to use reasonable efforts to assure that the information is maintained in confidence by the party to whom it is furnished. (b) Security Policies and Safeguards. MeBeBot shall establish and maintain administrative, technical, and physical safeguards designed to protect against the destruction, loss, unauthorized access or alteration of Licensee Data and Personal Information in the possession or under the control of MeBeBot or to which MeBeBot has access, which are no less rigorous than those maintained by MeBeBot for its own information of a similar nature and which required by applicable laws. The security procedures and safeguards implemented and maintained by MeBeBot pursuant to this Section 6(b) shall include, without limitation: (i) User identification and access controls designed to limit access to Licensee’s Data to authorized users; (ii) the use of appropriate procedures and technical controls regulating data entering MeBeBot’s network from any external source; (iii) physical security measures, including without limitation securing Licensee’s Data within a secure facility where only authorized personnel and agents will have physical access to Licensee Data; and (iv) periodic testing of the systems and procedures outlined in this Section. (c) Security Incident Response. If MeBeBot becomes aware that the security of any Licensee Data or Personal Information has been compromised, or that such Licensee Data or Personal Information has been or is reasonably expected to be subject to a use or disclosure not authorized by this Agreement (a “Security Incident”), MeBeBot shall: (i) promptly (and in any event within 48 hours of becoming aware of such Security Incident), notify Licensee, in writing, of the occurrence of such Security Incident; (ii) investigate such Security Incident and conduct a reasonable analysis of the cause(s) of such Security Incident; (iii) provide periodic updates of any ongoing investigation to Licensee; (iv) develop and implement an appropriate plan to remediate the cause of such Security Incident to the extent such cause is within MeBeBot’s control; and (v) cooperate with Licensee’s reasonable investigation or Licensee’s efforts to comply with any notification or other regulatory requirements applicable to such Information Security Incident. 7. Indemnity by MeBeBot. MeBeBot will defend, indemnify and hold Licensee harmless from and against any damages awarded or paid in settlement of a third party claim against Licensee that the Subscription Software infringes any Intellectual Property Rights of others. MeBeBot’s obligations under this indemnification are expressly conditioned on the following: (i) Licensee must promptly notify MeBeBot of any such claim; (ii) Licensee must, in writing, grant MeBeBot sole control of the defense of any such claim and of all negotiations for its settlement or compromise so long as such settlement or compromise does not result in payment of money by Licensee or an admission of guilt by Licensee (if Licensee chooses to represent its own interests in any such action, Licensee may do so at its own expense, but such representation must not prejudice MeBeBot’s right to control the defense of the claim and negotiate its settlement or compromise); (iii) Licensee must reasonably cooperate with MeBeBot to facilitate the settlement or defense of the claim. MeBeBot will not have any liability hereunder to the extent the claim arises from (a) any modification of the Subscription Software by, on behalf of, or at the request of Licensee; or (b) the use or combination of the Subscription Software with any computer, computer platform, operating system and/or data base management system other than provided by MeBeBot. If any Subscription Software is, or in MeBeBot’s opinion is likely to become, the subject of an Intellectual Property Rights infringement claim, then MeBeBot, at its sole option and expense, will either: (A) obtain for Licensee the right to continue using the Subscription Software under the terms of this Agreement; (B) replace the Subscription Software with products that are substantially equivalent in function, or modify the Subscription Software so that it becomes non-infringing and substantially equivalent in function; or (C) refund to Licensee the un-used portion of the Subscription Services fee, if any, paid to MeBeBot for the Subscription Software giving rise to the infringement claim, and discontinue Licensee’s use of such Subscription Software. THE FOREGOING SETS FORTH MEBEBOT’S EXCLUSIVE OBLIGATION AND LIABILITY WITH RESPECT TO INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. 8. Term and Termination. (a) Term. With respect to the Subscription Software, the Initial Subscription Term shall be as set forth on the applicable Order Form. After the Initial Subscription Term, the Subscription Term shall automatically renew for successive one-year Renewal Terms, unless either party provides written notice of non-renewal to the other party at least sixty (60) days prior to expiration of the Initial Subscription Term or then current Renewal Term, as the case may be. Except as set forth in Section 8(b), the Subscription Term cannot be terminated prior to its expiration date. (b) Right of Termination. If either party breaches any material obligation in this Agreement or an Order Form (including, without limitation, any obligation to pay Subscription Fees), and fails to remedy such breach (if such breach can be remedied) within thirty (30) days of receipt of written notice of such breach, the other party may terminate this Agreement (including all Order Forms hereunder). Notwithstanding the foregoing, to the extent such material breach cannot be remedied through efforts of the breaching party, the other party has the right to terminate this Agreement (including all Order Forms hereunder) on less than thirty days’ written notice. (c) Effect of Termination. Upon termination of this Agreement by either party, Licensee’s license to access and use the Subscription Software and Subscription Services shall immediately terminate as of the effective date of such termination. Termination of this Agreement will not release either party from making payments which may be owing to the other party under the terms of this Agreement through the effective date of such termination. Termination of this Agreement will be without prejudice to the terminating party’s other rights and remedies pursuant to this Agreement, unless otherwise expressly stated herein. (d) Return of Licensee Data. Upon termination or expiration of this Agreement, MeBeBot shall promptly make all Licensee Data available to Licensee as a native database export provided through MeBeBot’s FTP server. In the event that Licensee requires the return of Licensee Data in an alternate format or requires any other termination assistance services, MeBeBot and Licensee shall mutually agree upon the scope of such termination assistance services and the fees and expenses payable for such termination assistance services. (e) Survival of Obligations. All obligations relating to non-use and non-disclosure of Confidential Information, limitation of liability, and such other terms which by their nature survive termination, will survive termination or expiration of this Agreement. 9. Notices. All notices and other communications required or permitted under this Agreement must be in writing and will be deemed given when: delivered personally; sent by registered or certified mail, return receipt requested; or sent by overnight courier. Notices must be sent to a party at its address shown on the signature page of this Agreement, or to such other place as the party may subsequently designate for its receipt of notices in accordance with this Section. Licensee must promptly send copies of any notice of material breach and/or termination of the Agreement to MeBeBot, Inc, Attention: General Counsel, P.O. Box 41677, Austin, TX 78704, USA, or to such other place as MeBeBot may subsequently designate for its receipt of notices. 10. Force Majeure. Except with respect to the payment of fees hereunder, neither party will be liable to the other for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including, without limitation, Acts of God, war, terrorist acts, accident, labor disruption, acts, omissions and defaults of third parties and official, governmental and judicial action not the fault of the party failing or delaying in performance, or the threat of any of the foregoing. 11. Assignment. Licensee may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of MeBeBot, whether by operation of law or otherwise, including in connection with a change in control, merger, acquisition, consolidation, asset sale or other reorganization, and any attempt at such assignment or transfer will be void. 12. No Waiver. A party’s failure to enforce its rights with respect to any single or continuing breach of this Agreement will not act as a waiver of the right of that party to later enforce any such rights or to enforce any other or any subsequent breach. 13. Choice of Law; Severability. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas, without application of any conflict of laws provisions thereof, and all claims relating to or arising out of this Agreement, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of the State of Texas, without application of any conflict of laws provisions thereof. The parties agree that venue for any litigation or legal proceedings in any way related to this Agreement shall be in Travis County, Texas. If any provision of this Agreement is illegal or unenforceable, it will be deemed stricken from the Agreement and the remaining provisions of the Agreement will remain in full force and effect. 14. LIMITATIONS OF LIABILITY. (a) LIMITED LIABILITY OF MEBEBOT. THE TOTAL LIABILITY OF MEBEBOT IN CONNECTION WITH OR RELATED TO THE SUBSCRIPTION SOFTWARE, THE SUBSCRIPTION SERVICES, OR ANY OTHER MATTER RELATING TO THIS AGREEMENT (WHATEVER THE BASIS FOR THE CAUSE OF ACTION) WILL NOT EXCEED THE SUBSCRIPTION FEES PAID OR PAYABLE TO MEBEBOT HEREUNDER FOR THE TWELVE-MONTH PERIOD IN WHICH SUCH LIABILITY FIRST AROSE. (b) EXCLUSION OF DAMAGES. IN NO EVENT WILL MEBEBOT BE LIABLE FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND REGARDLESS OF WHETHER MEBEBOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE. 15. Audit Rights. MeBeBot (including any third party auditor retained by MeBeBot) may audit the records and systems of Licensee to ensure compliance with the terms of this Agreement and each applicable Order Form. MeBeBot will notify Licensee in writing at least ten (10) business days prior to any such audit. Any such audit will be conducted during regular business hours and will not interfere unreasonably with Licensee’s business activities. MeBeBot may audit Licensee no more than twice in any twelve (12) month period. If an audit reveals that Licensee is using the Subscription Software or Subscription Services beyond the scope of the license granted herein (for example, in excess of the License Limitations), then, in addition to any other remedies available to MeBeBot, Licensee will promptly pay MeBeBot the underpaid Subscription Fees associated therewith based on MeBeBot’s then-current list rates, as well as any applicable late charges. 16. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to its subject matter and supersedes and extinguishes all prior oral and written communications between the parties about its subject matter. Any purchase order or similar document, which may be issued by Licensee in connection with this Agreement, does not modify, supplement or add terms to this Agreement. No modification of this Agreement will be effective unless it is in writing, is signed by each party, and expressly provides that it amends this Agreement. This Agreement and any signed agreement or instrument entered into in connection herewith or contemplated hereby, and any amendments hereto or thereto, to the extent signed and delivered by means of digital imaging, electronic mail or a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. This Agreement and all Order Forms may be signed in counterparts. [Signature Page Follows]   THE PARTIES have executed this Subscription Software License and Services Agreement through the signatures of their respective authorized representatives. Effective Date: _________________________________________ MeBeBot, Inc. Licensee: _________________________________ Signature: _____________________________________ Signature: _____________________________________ Printed Name: _Elizabeth White____________________ Printed Name: __________________________________ Title: _______CEO______________________________ Title: _________________________________________ Address: _1500 S. Lamar Blvd. #4069_______________ Address: ______________________________________ Address: ___Austin, TX___78704_________________ Address: ______________________________________ Signature Date:_________________________________ Signature Date:_________________________________